As filed with the Securities
and Exchange Commission on August 6, 2024
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED
IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement
Pursuant to Section 14(a) of the
Securities Exchange Act
of 1934 (Amendment No. )
Filed by the Registrant ☒ Filed
by a Party other than the Registrant ☐
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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 Pursuant to §240.14a-12 |
SPROTT FOCUS TRUST, INC.
(Name of Registrant as
Specified In Its Charter)
(Name of Person(s) Filing
Proxy Statement, if other than the Registrant)
N/A
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SPROTT FOCUS TRUST,
INC.
320 Post Road, Suite
230
Darien, Connecticut
06820
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 3,
2024
To the Stockholders
of SPROTT FOCUS TRUST, INC.:
NOTICE IS HEREBY GIVEN
that the Annual Meeting of Stockholders (the “Meeting”) of SPROTT FOCUS TRUST, INC. (the “Fund”) will be held
at the offices of Sprott Asset Management USA, Inc., 320 Post Road, Suite 230, Darien, Connecticut 06820, on September 3, 2024,
at 1:00 p.m. (Eastern Time), for the following purposes:
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1. |
To elect two Directors to the
Fund’s Board of Directors: W. Whitney George and James R. Pierce, Jr.. |
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2. |
To transact such other business as may properly
come before the Meeting or any postponement or adjournment thereof. |
The Board of Directors
of the Fund has set the close of business on July 19, 2024 as the record date for determining those stockholders entitled to vote at
the Meeting or any postponement or adjournment thereof, and only holders of record at the close of business on that day will be entitled
to vote.
IMPORTANT: To save
the Fund the expense of additional proxy solicitation, please mark your instructions on the enclosed proxy card, date and sign it and
return it in the enclosed envelope (which requires no postage if mailed in the United States), even if you expect to be present at the
Meeting. You may also authorize a proxy to vote your shares via telephone or the Internet by following the instructions on the proxy
card. Please take advantage of these prompt and efficient proxy authorization options.
The accompanying Proxy
is solicited on behalf of the Board of Directors of the Fund, is revocable and will not affect your right to vote in person if you attend
the Meeting.
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By order of the
Board of Directors, |
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Thomas W. Ulrich |
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Secretary |
August 6, 2024
IMPORTANT NOTICE REGARDING
THE AVAILABILITY OF
PROXY MATERIALS FOR
THE ANNUAL MEETING OF
STOCKHOLDERS TO BE
HELD ON SEPTEMBER 3, 2024
THE NOTICE, PROXY
STATEMENT AND PROXY CARD FOR
THE FUND ARE AVAILABLE
AT HTTPS://WWW.PROXY-DIRECT.COM/SPR-32886
PROXY STATEMENT
SPROTT FOCUS TRUST,
INC.
320 Post Road, Suite
230
Darien, Connecticut
06820
ANNUAL MEETING OF
STOCKHOLDERS
September 3,
2024
The enclosed proxy is
solicited on behalf of the Board of Directors (the “Board”) of Sprott Focus Trust, Inc. (the “Fund”) for use
at the Annual Meeting of Stockholders of the Fund (the “Meeting”), to be held at 1:00 p.m. (Eastern Time), on September 3,
2024, at the offices of Sprott Asset Management USA, Inc., 320 Post Road, Suite 230, Darien, Connecticut 06820, and at any postponements
or adjournments thereof. We expect to mail this Proxy Statement and the accompanying notice on or about August 6, 2024 to stockholders
of record as of the close of business on July 19, 2024.
The Board has set the
close of business on July 19, 2024 as the record date (the “Record Date”) for determining those stockholders entitled to
notice of, and to vote at, the Meeting or any postponement or adjournment thereof, and only holders of record at the close of business
on that day will be entitled to vote. Stockholders on the Record Date will be entitled to one vote for each outstanding share of Common
Stock held (proportional voting rights for fractional shares held), with no shares having cumulative voting rights. Stockholders are
not entitled to any appraisal rights as a result of the proposal.
All properly executed
and submitted proxies received prior to the Meeting will be voted at the Meeting in accordance with the instructions marked thereon or
otherwise as provided therein. Unless instructions to the contrary are marked, properly executed and submitted proxies will be voted
“FOR” the election of the Class I Directors nominee of the Fund, W. Whitney George and James R. Pierce, Jr..
You may revoke your proxy at any time before it is exercised by sending written instructions to the Secretary of the Fund at the Fund’s
address indicated above, by properly submitting, either by telephone, mail or Internet, a proxy bearing a later date, or by appearing
at the Meeting and voting in person. Attendance at the Meeting will not itself constitute revocation of a proxy.
The cost of soliciting
proxies will be borne by the Fund, which will reimburse brokerage firms, custodians, nominees and fiduciaries for their expenses in forwarding
proxy materials to the beneficial owners of shares of the Fund’s common stock (“Common Stock”). Some officers and employees
of the Fund and/or Sprott Asset Management USA Inc., the Fund’s investment adviser may solicit proxies personally and by telephone,
if deemed desirable. Stockholders may vote at the Meeting by casting ballots in person at the Meeting or by submitting a proxy; all votes
will be tabulated by one or two persons, appointed by the Board before the Meeting, who serve as Inspectors of voting at the Meeting
and who have executed or will execute an Inspectors’ Oath.
The Fund expects that
broker-dealer firms holding shares of the Fund in “street name” for the benefit of their customers and clients will request
the instructions of such customers and clients on how to vote their shares on Proposal 1 before the Meeting. The Fund understands that,
under applicable regulations, such broker-dealers may, without instructions from such customers and clients, grant authority to the proxies
designated by the Fund to vote on the uncontested election of Directors if no instructions have been received prior to the date specified
in the broker-dealer firm’s request for voting instructions. Certain broker-dealer firms may exercise discretion over shares held
in their name for which no instructions are received by voting such shares in the same proportion as they have voted shares for which
they have received instructions.
The shares as to which
the proxies so designated are granted authority by broker-dealer firms to vote on the matters to be considered at the Meeting, the shares
as to which broker-dealer firms have declined to vote (“broker non-votes”) and the shares as to which proxies are
returned by record stockholders but which are marked “abstain” or “withhold” on any matter will be included in
the Fund’s tabulation of the total number of votes present for purposes of determining whether the necessary quorum of stockholders
exists. Abstentions and broker non-votes, if any, will not be counted as votes cast. Abstentions, withhold votes and broker non-votes, if
any, will not have an effect on the election of Directors. The Board knows of no business other than that stated in Proposal 1 of the
Notice of Meeting that will be presented for consideration at the Meeting. If any other matter is properly presented at the Meeting or
any postponement or adjournment thereof, it is the intention of the persons named on the enclosed proxy card to vote in accordance with
their best judgment.
TABLE OF CONTENTS
SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS
As of the Record Date,
there were 29,805,103 shares of Common Stock outstanding. The following are the only persons known to the Fund to be the beneficial
owners of 5% or more of the Fund’s outstanding shares of Common Stock as of the Record Date:
Name and Address of Beneficial
Owner |
|
Shares of
Common Stock
Beneficially Owned |
|
|
Percent of
Class |
|
W. Whitney George
c/o Sprott Inc., 320 Post Rd., Suite
230, Darien, CT 06820 |
|
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15,063,122 |
(1) |
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50.53 |
% |
| (1) |
Includes 6,677,692 shares held directly by Mr. George, 968,350
shares held in an IRA account for Mr. George’s benefit, 2,865,811 shares held by Mr. George’s spouse and 66,071
shares held in an IRA account for Mr. George’s spouse’s benefit and 214,482 shares held by Mr. George’s child,
of which Mr. George may be deemed to beneficially own. Also includes 2,299,103 shares held by The Meredith and Whitney George
Family Foundation, a charitable foundation established by Mr. George and members of his family. As Chairman of the Foundation,
Mr. George has shared voting and dispositive power over the shares held by the Foundation. Also includes 604,468 shares held
in trusts established for the benefit of certain immediate family members of Mr. George, 101,532 shares held in trust for Mr. George’s
spouse and 1,265,613 shares held in a family trust established for the benefit of Mr. George’s children. As trustee of
these family trusts, Mr. George has sole voting and dispositive power over the shares held by the trusts. |
Shares held by brokerage
firms, banks and other financial intermediaries on behalf of certain beneficial owners are registered in the name of Cede &
Co. Because brokerage firms and other institutions hold many of the Fund’s shares on behalf of beneficial owners, we are unable
to estimate the total number of stockholders represented by those record holders.
PROPOSAL 1: ELECTION
OF DIRECTORS
At the Meeting, two
members of the Board will be elected. The Board currently has five Directors divided into three classes, with each class having a term
of office of three years. The term of office of one class expires each year. W. Whitney George and James R. Pierce, Jr. currently serve
as Class I directors, each for a three-year term which expires at the Fund’s 2024 Annual Meeting of Stockholders or until
their respective successor is duly elected and qualified. Peyton Tansill Muldoon currently serves as a Class II director with a
three-year term to expire at the Fund’s 2026 Annual Meeting of Stockholders or until her successor is duly elected and qualified.
Leslie Barrett and Michael W. Clark currently serve as Class III directors, each for a three-year term which expires at the 2025
Annual Meeting. Messrs. George and Pierce have been nominated by the Board for re-election as Class I director for a three-year
term to expire at the Fund’s 2027 Annual Meeting of Stockholders or until their respective successor is duly elected and qualified.
The classes of Directors and their respective terms are further summarized below.
CLASS I
DIRECTORS
TO SERVE UNTIL
2027 ANNUAL MEETING OF
STOCKHOLDERS |
|
CLASS II
DIRECTOR
TO SERVE UNTIL
2026 ANNUAL MEETING OF
STOCKHOLDERS |
|
CLASS III
DIRECTORS
TO SERVE UNTIL
2025 ANNUAL MEETING OF
STOCKHOLDERS |
W. Whitney George
(Interested Director) |
|
Peyton Tansill
Muldoon
(Independent
Director) |
|
Leslie Barrett
(Independent Director) |
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James R. Pierce,
Jr.
(Independent
Director) |
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Michael W. Clark
(Independent Director) |
Messrs. George and Pierce
have each agreed to continue to serve as a Director if elected, and the Fund’s management has no reason to believe that either
Mr. George or Mr. Pierce will be unavailable to serve as a Director. However, if Mr. George or Mr. Pierce becomes unwilling or unable
to serve, the persons named in the accompanying Proxy will vote for the election of such other person(s), if any, as the Board may nominate.
There are no family
relationships between any of the Fund’s Directors (including the Fund’s Director nominees at the Meeting) and officers.
Interested Person
W. Whitney George is
an “interested person” of the Fund within the meaning of Section 2(a)(19) of the 1940 Act due to several relationships
including his position as Chief Executive Officer of Sprott Inc., the parent company of Sprott Asset Management USA Inc., the Fund’s adviser. Certain
biographical and other information concerning Mr. George is set forth below, including information about Mr. George’s
experiences, qualifications, attributes and skills which the Board believes qualifies him to be an effective Director:
| Name,
Address and Principal Occupation(s) During Past Five Years |
|
Age |
|
Position
Held with the Fund |
|
Length
of Time Served as Director |
|
Current
Director Term Expires |
|
Number
of Portfolios in Fund Complex Overseen |
|
Other
Directorships |
W. Whitney George
c/o Sprott Inc., 320 Post Rd., Suite 230, Darien, CT 06820 |
|
66 |
|
Class I Director |
|
Since 2013 |
|
2024 |
|
1 |
|
None |
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|
|
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|
|
|
|
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|
| Mr. George
has served as the Chief Executive Officer of Sprott Inc. (TSX: SII), an alternative asset manager, since June 30, 2022, having previously
served as its President from January 2019 to June 2022 and as its Executive Vice President from January 2016 to January 2019. He
served as the Chief Investment Officer of Sprott Asset Management, LP, a registered investment adviser, from April 20, 2018 to January
20, 2021, and as Chairman and Senior Portfolio Manager of Sprott Asset Management USA Inc., a registered investment adviser, since
January 2017 and March 2015, respectively. He previously served as the Managing Director and Vice President of Royce & Associates,
LLC, a registered investment adviser, from October 1991 to March 2015. The Board believes that Mr. George’s qualifications
to serve on the Board include his over 30 years of extensive investment business experience, including as Senior Portfolio Manager
of the Fund, and leadership experience. |
Director Biographical Information and
Qualifications
Certain biographical
and other information concerning the Fund’s Independent Directors as of the Record Date is set forth below, including information
about the experiences, qualifications, attributes and skills which the Board believes qualifies such Directors to be effective Directors:
| Name,
Address* and Principal Occupation(s) During Past Five Years |
|
Age |
|
Position
Held with the Fund |
|
Length
of Time Served as Director |
|
Current
Director Term Expires |
|
Number
of Portfolios in Fund Complex Overseen |
|
Other
Directorships |
| Leslie Barrett** |
|
58 |
|
Class III Director |
|
Since April 2022 |
|
2025 |
|
10 |
|
N/A |
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|
|
|
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|
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|
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| Ms. Barrett has served as a Senior
Software Engineer at Bloomberg LP specializing in Natural Language Processing and Machine Learning since June 2012. The Board believes
that Ms. Barrett’s qualifications to serve on the Board include her extensive experience in predictive analytics. |
| Michael W. Clark** |
|
64 |
|
Class III Director |
|
Since 2015 |
|
2025 |
|
10 |
|
N/A |
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|
|
|
|
|
|
|
|
|
|
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|
Mr. Clark served as the President, Executive Vice President, Chief
Risk Officer and member of the Executive Committee and Board of Directors of Chilton Investment Company, an investment management
firm, from 2005 through 2019. The Board believes that Mr. Clark’s qualifications to serve on the Board include his over 21
years of business experience, including extensive experience in the investing and financial services sectors.
|
| James R. Pierce, Jr.** |
|
67 |
|
Class I Director |
|
Since 2015 |
|
2024 |
|
10 |
|
N/A |
| Mr.
Pierce served as the Chairman of JLT Specialty Insurance Services, Inc., the U.S. platform of the specialty business advisory firm,
Jardine Lloyd Thompson Group, from December 2014 to December 2022. He previously served as the Global Lead in Marine and Energy Operations
at Marsh, a global insurance brokerage and risk management firm, from 2006 to 2014. The Board believes that Mr. Pierce’s qualifications
to serve on the Board include his over 30 years of business experience, including extensive experience in the insurance and financial
services sectors. |
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|
|
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|
| Peyton T. Muldoon** |
|
55 |
|
Class II Director |
|
Since 2015 |
|
2026 |
|
10 |
|
N/A |
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|
|
|
|
|
|
|
|
|
|
|
|
| Ms. Muldoon
has served as a Licensed Salesperson at Sotheby’s International Realty since 2011. The Board believes that Ms. Muldoon’s
qualifications to serve on the Board include her experience in the financial services sectors, which includes marketing and client
relationship management related to a variety of financial products, managing equity and fixed-income portfolios of clients and performing
research and valuation analysis of securities. |
| * |
The address of each of Mses. Barrett and Muldoon and Messrs. Clark and Pierce is c/o Sprott Asset
Management USA Inc., 320 Post Road, Suite 230, Darien, Connecticut 06820. |
| ** |
Each of Mses. Barrett and Muldoon and Messrs. Clark and Pierce is a member of the Audit Committee
of the Board and the Governance Committee of the Board. |
The Board believes that
each Director’s experience, qualifications, attributes and skills should be evaluated on an individual basis and in consideration
of the perspective such Director brings to the entire Board, with no single Director, or particular factor, being indicative of Board
effectiveness. However, the Board believes that Directors need to have the ability to critically review, evaluate, question and discuss
information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective
business judgment in the performance of their duties; the Board believes that each of its directors satisfy this standard. Experience
relevant to having this ability may be achieved through a Director’s educational background; business, professional training or
practice, public service or academic positions; experience from service as a board member (including the Board) or as an executive of
investment funds, public companies or significant private or non-profit entities or other organizations; and/or other life
experiences. The charter for the Board’s Governance Committee contains certain other specific factors considered by the Governance
Committee in identifying and selecting Director candidates (as described below under “Governance Committee”).
To assist them in evaluating
matters under federal and state law, the Directors may engage other experts as appropriate. The Board evaluates each Director’s
performance on an annual basis.
Board Composition and Leadership Structure
The 1940 Act requires
that at least 40% of the Fund’s Directors not be “interested persons” (as defined in the 1940 Act) of the Fund and,
as such, not be affiliated with Sprott (“Independent Directors”). To rely on certain exemptive rules under the 1940 Act,
a majority of the Fund’s Directors must be Independent Directors, and for certain important matters, such as the approval of investment
advisory agreements or transactions with affiliates, the 1940 Act or the rules thereunder require the approval of a majority of the Independent
Directors. Currently, 80% of the Fund’s Directors are Independent Directors. The Board does not have a chairman, but Mr. George,
an interested person of the Fund, acts as chairman at the Board meetings. The Independent Directors have not designated a lead Independent
Director due to the relatively small size of the Board. The Board has determined that its leadership structure is appropriate in light
of the services that Sprott and its affiliates provide to the Fund and potential conflicts of interest that could arise from these relationships.
Audit Committee
The Board has a standing
Audit Committee, which consists of four Independent Directors who also are “independent” as defined in the applicable Nasdaq
listing standards. The current members of the Audit Committee are Leslie Barrett, Michael W. Clark, James R. Pierce, Jr., and Peyton
T. Muldoon. Mr. Clark serves as Chairman of the Audit Committee, and has been designated as an Audit Committee Financial Expert,
as defined under SEC regulations.
The principal purposes
of the Audit Committee are to (i) assist Board oversight of the (a) integrity of the Fund’s financial statements; (b) independent
accountants’ qualifications and independence; and (c) performance of the Fund’s independent accountants, and (ii) prepare,
or oversee the preparation of, any audit committee report required by rules of the SEC to be included in the Fund’s proxy statement
for its annual meeting of stockholders. The Audit Committee has adopted an Audit Committee charter, a copy of which is attached to this
Proxy Statement as Exhibit A.
Governance Committee
The Board has a Governance
Committee composed of four Independent Directors, Leslie Barrett, Michael W. Clark, James R. Pierce, Jr., and Peyton T. Muldoon. Mr. Pierce
serves as Chairman of the Governance Committee. The Governance Committee has adopted a Governance Committee Charter, a copy of which
is attached to this Proxy Statement as Exhibit B.
The Governance Committee
is responsible for identifying and recommending to the Board individuals the Committee believes are qualified to become Board members
in the event that a director position is vacated or created. The Governance Committee will consider Director candidates recommended by
stockholders. In considering potential nominees, the Governance Committee will take into consideration (i) the contribution which
the person can make to the Board, with consideration given to the person’s business and professional experience, education and
such other factors as the Committee may consider relevant, including but not limited to whether a potential nominee’s personal
and professional qualities and attributes would provide a beneficial diversity of skills, experience and/or perspective to the Board;
(ii) the character and integrity of the person; (iii) whether or not the person is an “interested person” as defined
in the 1940 Act and whether the person is otherwise qualified under applicable laws and regulations to serve as a Director or Independent
Director of the Fund; (iv) whether or not the person has any relationships that might impair his or her independence, such as any
business, financial or family relationships with Fund management, the investment adviser of the Fund, Fund service providers or their
affiliates; (v) whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations
or their related investment company complexes; (vi) whether or not the person is willing to serve as, and willing and able to commit
the time necessary for the performance of the duties of, a Director of the Fund; and (vii) whether or not the selection and nomination
of the person would be in the best interest of the Fund in light of the requirements of the Fund’s retirement policies. While the
Governance Committee does not have a formal policy regarding diversity, as noted above, it may consider the diversity of skills, experience
and/or perspective a potential nominee will bring to the Board as part of its evaluation of the contribution such potential nominee will
make to the Board. Such factors will be considered in light of the other factors described above and in the context of the Board’s
existing membership at the time such potential candidate is considered.
To have a candidate
considered by the Governance Committee, a stockholder must submit the recommendation in writing and must include biographical information
and set forth the qualifications of the proposed nominee. The stockholder recommendation and information described above must be sent
to the Fund’s Secretary, Thomas W. Ulrich, c/o Sprott Asset Management USA Inc., 320 Post Road, Suite 230, Darien, Connecticut
06820.
Although the Board does
not have a standing compensation committee, the Independent Directors review their compensation annually.
Board’s Oversight
Role in Management
The Board’s role
in management of the Fund is oversight. As is the case with virtually all investment companies (as distinguished from operating companies),
service providers to the Fund, primarily Sprott and its affiliates, have responsibility for the day-to-day management of the
Fund, which includes responsibility for risk management (including management of investment performance and investment risk, valuation
risk, issuer and counterparty credit risk, compliance risk and operational risk). As part of its oversight, the Board, acting at its
scheduled meetings, or the Chairman of the Audit Committee, acting between Board meetings, regularly interacts with and receives reports
from senior personnel of service providers, including the Fund’s and Sprott’s Chief Compliance Officer and portfolio management
personnel. The Audit Committee (which consists of four Independent Directors) meets during its scheduled meetings, and, as necessary,
between meetings the Chairman of the Audit Committee maintains contact with the Fund’s independent registered public accounting
firm and the Fund’s Treasurer. The Board also receives periodic presentations from senior personnel of Sprott or its affiliates
regarding risk management generally, as well as periodic presentations regarding specific operational, compliance or investment areas
such as business continuity, anti-money laundering, personal trading, valuation, investment research and securities lending. The Board
also receives reports from counsel to Sprott regarding regulatory, compliance and governance matters. The Board’s oversight role
does not make the Board a guarantor of the Fund’s investments or activities.
Committee and Board of Directors Meetings
During the year ended
December 31, 2023, the Board held 4 meetings, the Audit Committee held 1 meeting, and the Governance Committee held 1 meeting, and
each of the Directors attended at least seventy-five percent (75%) of the total number of meetings of the Board held during the period
for which he or she was a director and the total number of meetings held by all committees of the Board on which he or she served during
the periods that he or she was a member of that committee.
Director Attendance at Stockholder Meetings
The Fund has no formal
policy regarding Director attendance at stockholder meetings. None of the Directors attended the 2023 Annual Meeting of Stockholders.
Vote Required to Elect Directors
At the Meeting, a quorum
consists of stockholders representing a majority of the outstanding shares of Common Stock entitled to vote, who are present in person
or by proxy. A plurality of all of the votes cast at a meeting at which a quorum is present is sufficient to elect a Director.
The Board of Directors of the Fund recommends
that all stockholders vote “FOR” the Director nominees.
COMPENSATION OF DIRECTORS
Sprott Fund Complex (Current Fund Complex)
For the year ended
December 31, 2023, each Independent Director who served during 2023 received $6,824 from the Fund for service as a director. No
Director received remuneration for services as a Director for the year ended December 31, 2023 in addition to or in lieu of
this compensation.
Set forth below is the
aggregate compensation paid by the Fund and the total compensation paid by the Fund’s current fund complex (consisting solely of
the Fund) to each Independent Director of the Fund for services as a director for the year ended December 31, 2023.
Name of Director |
|
Aggregate Compensation
from the Fund |
|
|
Pension or Retirement
Benefits Accrued as Part of
Fund Expenses |
|
|
Estimated Annual
Benefits upon
Retirement |
|
|
Total
Compensation
from the
Fund Paid to
Directors |
|
| Leslie Barrett |
|
$ |
6,824 |
|
|
|
None |
|
|
|
None |
|
|
$ |
6,824 |
|
| Michael W. Clark |
|
$ |
6,824 |
|
|
|
None |
|
|
|
None |
|
|
$ |
6.824 |
|
| James R. Pierce, Jr. |
|
$ |
6,824 |
|
|
|
None |
|
|
|
None |
|
|
$ |
6,824 |
|
| Peyton
T. Muldoon |
|
$ |
6,824 |
|
|
|
None |
|
|
|
None |
|
|
$ |
6,824 |
|
INFORMATION ABOUT
THE FUND’S OFFICERS
The Board appoints the Fund’s officers.
The following sets forth information concerning the Fund’s officers as of the Record Date:
Name, Address* and Principal
Occupations
During Past Five Years |
|
Age |
|
|
Office(s) |
|
Officer
of the Fund
Since |
|
| Varinder (Vinny)
Bhathal |
|
|
53 |
|
|
Treasurer |
|
|
2017 |
|
| |
|
|
|
|
|
|
|
|
|
|
| Ms. Bhathal has served as Treasurer
of the Fund since August 2017. She also serves as Managing Partner, Corporate Finance and Investment Operations of Sprott Inc. (since
October 2017), and as Chief Financial Officer of Sprott Asset Management LP (since December 2018). She previously served as Controller
and Director, Finance of Sprott Inc. (from June 2007 to December 2015) and as Vice President, Finance of Sprott Inc. (from December
2015 to October 2017). |
|
| |
|
|
|
| Thomas W. Ulrich |
|
|
61 |
|
|
President; Chief Compliance Officer and Secretary |
|
|
2015 |
|
| Mr. Ulrich has served as President of the Fund since June 2017 and Chief Compliance Officer and Secretary of the Fund since March 2015. He also serves as Managing Partner of the Sprott Inc. group of companies (since January 2018), General Counsel and Chief Compliance Officer of Sprott Asset Management USA Inc. (since October 2012), and General Counsel of Sprott Global Resource Investments Ltd. (since October 2012). He previously served as Chief Compliance Officer of Altegris Advisors, L.L.C. (from July 2011 to October 2012) and as Principal, General Counsel and Chief Compliance Officer of Geneva Advisors (March 2005 to July 2011). |
|
Brandon Hamada |
|
|
41 |
|
|
Assistant Secretary |
|
|
2024 |
|
Mr. Hamada has served as the Assistant Secretary
of the Fund since June 2024. He also serves as Chief Compliance Officer and Senior Legal Counsel of Sprott Global Resource Investments,
Ltd. (since January 2023), and Senior Compliance Officer and Senior Legal Counsel of Sprott Asset Management USA, Inc. (since August
2018). He previously served as Senior Compliance Officer and Senior Legal Counsel of Sprott Global Resource Investments, Ltd. (from August
2018 to December 2022) and Senior Compliance Officer of Gurtin Municipal Bond Management (from June 2014 to July 2018). |
|
| * |
The address of each officer of the Fund is c/o Sprott Asset Management USA Inc., 320 Post Road,
Suite 230, Darien, Connecticut 06820. |
SECURITY OWNERSHIP
OF MANAGEMENT
Information relating
to ownership of shares of Common Stock by each Director and Director nominee as of the Record Date is set forth below:
Name of Director or Director
Nominee |
|
Aggregate Dollar Range of
Equity Securities
in the Fund |
|
|
Aggregate Dollar Range of Equity
Securities in all Sprott Funds Overseen or
to Be Overseen by Director or
Director Nominee in the Sprott Family of Funds |
|
| Interested Director: |
|
|
|
|
|
|
|
|
| W. Whitney George |
|
|
Over $100,000 |
|
|
|
Over $100,000 |
|
Non-Interested Directors
and
Director Nominees: |
|
|
|
|
|
|
|
|
| Leslie Barrett |
|
|
None |
|
|
|
None |
|
| Michael W. Clark |
|
|
None |
|
|
|
None |
|
| James R. Pierce, Jr. |
|
|
$50,001-$100,000 |
|
|
|
$50,001-$100,000 |
|
| Peyton T. Muldoon |
|
|
None |
|
|
|
None
|
|
Information regarding
ownership of shares of Common Stock by the Fund’s current Directors, Director nominees and executive officers as of the Record
Date is set forth below:
Name and Address* of Beneficial
Owner |
|
Number of
Common Shares
Beneficially
Owned |
|
|
Percent of
Common
Shares
Outstanding |
|
| Interested Directors: |
|
|
|
|
|
|
|
|
W. Whitney George, Director Nominee(1)
c/o Sprott Inc., 320 Post Rd., Suite
230, Darien, CT 06820 |
|
|
15,063,122 |
|
|
|
50.53% |
|
| |
|
|
|
|
|
|
|
|
| Non-Interested Directors: |
|
|
|
|
|
|
|
|
| Leslie Barrett, Director |
|
|
— |
|
|
|
— |
|
| Michael W. Clark, Director
|
|
|
— |
|
|
|
— |
|
| James R. Pierce, Jr., Director Nominee |
|
|
7,693 |
|
|
|
** |
|
| Peyton T. Muldoon, Director
|
|
|
— |
|
|
|
** |
|
| |
|
|
|
|
|
|
|
|
| Interested Officers: |
|
|
|
|
|
|
|
|
| Varinder Bhathal, Treasurer |
|
|
— |
|
|
|
— |
|
| Thomas W. Ulrich, President, Chief Compliance Officer
and Secretary(2) |
|
|
8,526 |
|
|
|
** |
|
| All Current Directors and Executive Officers
as a Group (7 Persons) |
|
|
15,079,341 |
|
|
|
50.59% |
|
| * |
Other than Mr. George, the address of each Director, Director
nominee and executive officer is c/o Sprott Asset Management USA Inc., 320 Post Road, Suite 230, Darien, Connecticut 06820. |
| ** |
Less than 1% of the outstanding shares of the Fund. |
| (1) |
Includes 6,677,692 shares held directly by Mr. George, 968,350
shares held in an IRA account for Mr. George’s benefit, 2,865,811 shares held by Mr. George’s spouse and 66,071
shares held in an IRA account for Mr. George’s spouse’s benefit and 214,482 shares held by Mr. George’s child,
of which Mr. George may be deemed to beneficially own. Also includes 2,299,103 shares held by The Meredith and Whitney George
Family Foundation, a charitable foundation established by Mr. George and members of his family. As Chairman of the Foundation,
Mr. George has shared voting and dispositive power over the shares held by the Foundation. Also includes 604,468 shares held
in trusts established for the benefit of certain immediate family members of Mr. George, 101,532 shares held in trust for Mr. George’s
spouse and 1,265,613 shares held in a family trust established for the benefit of Mr. George’s children. As trustee of
these family trusts, Mr. George has sole voting and dispositive power over the shares held by the trusts. |
| (2) |
Includes 7,512.1469 shares held in an IRA account and 1,014.1727 shares
held in an HSA account for Mr. Ulrich’s benefit. |
| |
|
Other than as set forth
above, each Director, Director nominee, and executive officer has voting power and investment power as to the shares beneficially owned
by him or her. As of the Record Date, no Independent Director or any of his or her immediate family members directly or indirectly owned
any securities issued by Sprott Inc. or any of its affiliates (other than registered investment companies).
AUDITOR AND AUDIT
COMMITTEE INFORMATION
Tait, Weller &
Baker LLP (“Tait, Weller & Baker”), which audited the Fund’s financial statements for the fiscal year ended
December 31, 2023, has been selected by the Audit Committee as the independent auditor to audit the Fund’s financial statements
for the fiscal year ending December 31, 2024. It is not expected that a representative of Tait, Weller & Baker will be
present at the Annual Meeting to make a statement or respond to appropriate questions.
Below is a summary of
the fees paid by the Fund to Tait, Weller & Baker for services rendered during the fiscal years ended December 31, 2023
and December 31, 2022.
| |
|
Fiscal Year Ended |
|
| |
|
December 31, 2023 |
|
|
December 31, 2022 |
|
| Audit Fees(1) |
|
$30,000 |
|
|
|
|
$30,000 |
|
| Audit Related Fees(2) |
|
$0 |
|
|
|
|
$0 |
|
| Tax Fees(3) |
|
$7,200 |
|
|
|
|
$7,200 |
|
| All Other Fees(4) |
|
$0 |
|
|
|
|
$0 |
|
| (1) |
Represents the aggregate fees paid in connection with the annual audit
of the Fund’s financial statements and for services normally provided by Tait, Weller & Baker in connection with the
statutory and regulatory filings of the Fund for each of the fiscal years ended December 31, 2023 and December 31, 2022,
including out-of-pocket expenses. |
| (2) |
No fees were paid to Tait, Weller & Baker in connection with
assurance and related services related to the annual audit of the Fund and for review of the Fund’s financial statements for
each of the fiscal years ended December 31, 2023 and December 31, 2022. |
| (3) |
Represents the aggregate fees paid for tax-related services,
including preparation of tax returns, tax compliance and tax advice, for each of the fiscal years ended December 31, 2023 and
December 31, 2022. |
| (4) |
Tait, Weller & Baker did not bill any other fees to the Fund
for the fiscal years ended December 31, 2023 and December 31, 2022 and did not provide any other professional services
to the Fund or the Adviser for either of those fiscal years. |
Audit Committee’s Pre-Approval Policies
and Procedures
The Audit Committee’s
policies and procedures require the Audit Committee to pre-approve all audit and non-audit services provided to the
Fund by the Fund’s independent registered public accounting firm, and all audit and non-audit services provided to the
Fund’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides
ongoing services to the Fund, to the extent that such services are directly related to the operations or financial reporting of the Fund.
On an annual basis, at the December meeting of the Audit Committee, the independent auditors of the Fund submit a schedule of proposed
audit, audit-related, tax and other non-audit services to be rendered to the Fund and/or Sprott and its affiliates for the
following year that require pre-approval by the Audit Committee. Such schedule includes the maximum fees that can be paid for
such services without further Audit Committee approval. Any subsequent revision to preapproved services or fees will be considered at
the next regularly scheduled Audit Committee meeting. Services not presented for pre-approval at the December meeting of the
Audit Committee are submitted to the Treasurer of the Fund for a determination that the proposed services fit within the independence
guidelines and then considered for pre-approval at the next regularly scheduled Audit Committee meeting. A proposal to commence
an engagement involving audit, audit-related or tax services prior to the next regularly scheduled Audit Committee meeting will be made
in writing by the Treasurer to all Audit Committee members and include a summary of the engagement, estimated maximum cost, the category
of services and the rationale for engaging the Fund’s independent auditor. Such proposed engagement can be pre-approved by
any Audit Committee member who is an Independent Director. Pre-approval by the Chairman of the Audit Committee is required
for a proposed engagement involving non-audit services other than audit-related or tax.
Audit Committee Report
The Audit Committee
of the Fund has reviewed and discussed the audited financial statements of the Fund as of December 31, 2023 and for the fiscal year
then ended with the Fund’s management and has discussed with Tait, Weller & Baker, the independent public accounting firm
for the Fund, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and
the SEC. Had any material concerns arisen during the course of the audit and the preparation of the audited financial statements mailed
to stockholders and included in the Fund’s 2023 Annual Report to Stockholders, the Audit Committee would have been notified by
Fund management or representatives of Tait, Weller & Baker. The Audit Committee received no such notifications.
The Audit Committee
has (i) received the written disclosures and the letter from Tait, Weller & Baker, the independent public accounting firm
for the Fund, required by applicable requirements of the Public Company Accounting Oversight Board regarding Tait, Weller &
Baker’s communications with the Audit Committee concerning independence, and (ii) discussed with Tait, Weller & Baker
its independence. The Audit Committee has considered whether the provision of non-audit services by the Fund’s independent
auditor is compatible with maintaining its independence.
Based on the review
and discussions referred to in the foregoing paragraphs, the Audit Committee recommended to the Board that the audited financial statements
for the fiscal year ended December 31, 2023 be included in the Fund’s 2023 Annual Report to Stockholders.
Audit Committee of the Fund’s
Board of Directors:
Leslie Barrett, Michael W. Clark, James R.
Pierce, Jr., and Peyton T. Muldoon.
STOCKHOLDER COMMUNICATIONS
Stockholders may send
written communications to the Board or to an individual Director by mailing such correspondence to the Secretary of the Fund (addressed
to c/o Sprott Asset Management USA Inc., 320 Post Road, Suite 230, Darien, Connecticut 06820). Such communications must be signed by
the stockholder and identify the number of shares of Common Stock held by the stockholder. Properly submitted stockholder communications
will, as appropriate, be forwarded to the entire Board or to the individual Director. Any stockholder proposal submitted pursuant to
Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must continue to meet all
the requirements of Rule 14a-8. See “Additional Information – Stockholder Proposals” herein.
DELINQUENT SECTION
16(a) REPORTS
Section 16(a) of
the Exchange Act requires the officers and Directors of the Fund and persons who beneficially own more than ten percent of a registered
class of the Fund’s equity securities to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC. Based
solely on the Fund’s review of Forms 3, 4 and 5 (including any amendments thereto) filed electronically with the SEC during and
with respect to the Fund’s most recent fiscal year and written representations from certain reporting persons that they were not
required to file Form 5 with respect to the Fund’s most recent fiscal year, the Fund believes that all of its officers, Directors,
greater than ten percent beneficial owners and other persons subject to Section 16 of the Exchange Act due to the requirements of
Section 30(h) of the 1940 Act (i.e., any investment adviser or affiliated person of the Fund’s investment adviser), have complied
with all filing requirements applicable to them with respect to transactions in the Fund’s shares during the Fund’s most
recent fiscal year.
ADDITIONAL INFORMATION
Postponement or Adjournment of Meeting;
Other Matters
In the event that sufficient
votes in favor of the election of the Director nominees named in the Notice of Annual Meeting of Stockholders (the sole proposal to be
voted on at the Meeting) are not received by the time scheduled for the Meeting, the persons named as proxies may propose one or more
postponements or adjournments of the Meeting to permit further solicitation of proxies. Any such postponement or adjournment will require
the affirmative vote of a majority of the shares present in person or by proxy at the session of the Meeting to be postponed or adjourned,
as applicable. The persons named as proxies will vote in favor of such postponement or adjournment those proxies which they are entitled
to vote in favor of the election of the Director nominees and will vote against any such postponement or adjournment those proxies required
to be voted against the election of the Director nominees.
While the Meeting has
been called to transact any business that may properly come before it, the Directors know of no business other than the matter stated
in the Notice of Annual Meeting of Stockholders. However, if any additional matter properly comes before the Meeting and on all matters
incidental to the conduct of the Meeting, it is the intention of the persons named in the enclosed Proxy to vote the Proxy in accordance
with their judgment on such matters.
Name and Address of Investment Advisers
and Administrator
The Fund’s investment
adviser is Sprott Asset Management USA Inc. The investment adviser’s principal office is located at 320 Post Road, Suite 230, Darien,
Connecticut 06820. The Fund’s administrator is State Street Bank and Trust Company, located at 100 Summer Street, Boston, MA 02110.
Annual Report and Semi-Annual Report Delivery
The Fund’s Annual
Report to Stockholders for the year ended December 31, 2023 was previously mailed to stockholders and the Semi-Annual Report to
Stockholders for the six months ended June 30, 2024 will be mailed to stockholders in late August 2024. The Fund will furnish, without
charge, copies of the Annual Report and the Semi-Annual Report (when available in late August 2024) to a stockholder upon request. Stockholders
may request copies of the reports by writing to the Secretary of the Fund at 320 Post Road, Suite 230, Darien, Connecticut 06820 or calling
(203) 656-2430. All publicly released material information is also disclosed by the Fund on its website at www.sprottfocustrust.com.
Stockholder Proposals
The Fund’s Bylaws
generally require advance notice be given to the Fund in the event a stockholder desires to nominate a person for election to the Board
or to transact any other business from the floor at an annual meeting of stockholders. Notice of any such nomination or other business
intended to be presented at the Fund’s 2025 Annual Meeting of Stockholders must be in writing and received at the Fund’s
principal executive offices no earlier than April 24, 2025 and no later than May 24, 2025. Written proposals should be sent to the
Secretary of the Fund, 320 Post Road, Suite 230, Darien, Connecticut 06820.
The deadline for stockholders
to submit proposals under the provisions of Rule 14a-8 of the Exchange Act for inclusion in the proxy statement for the 2025
Annual Meeting of Stockholders is April 24, 2025.
Householding
If you and another stockholder
share the same address, the Fund may only send one proxy statement to that address unless you or the other stockholder(s) have requested
otherwise. You may call or write to the Fund to request a separate copy of the proxy statement. Upon receipt of a written or oral request,
the Fund will promptly mail a copy of the proxy statement to you. You may also call or write to the Fund if you receive multiple copies
of the proxy statement and wish to receive a single copy of the proxy statement in the future. For such requests, please call 1-800-337-3503, or
write to the Secretary of the Fund at 320 Post Road, Suite 230, Darien, Connecticut 06820.
PLEASE FILL IN, DATE
AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE OR VOTE YOUR SHARES VIA TELEPHONE OR THE INTERNET
BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD.
| |
By order of the Board of Directors, |
| |
|
| |
Thomas W. Ulrich
Secretary |
Dated: August 6, 2024
EXHIBIT A
CHARTER OF THE AUDIT
COMMITTEE
OF THE BOARD OF DIRECTORS
OF SPROTT FOCUS TRUST,
INC.
| I. |
Composition of the Audit Committee |
The Audit Committee
shall be composed of at least three Directors, each of whom:
| |
(a) |
shall not be an “interested person,”
as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”), of the Sprott
Focus Trust, Inc. (the “Fund”); |
| |
(b) |
shall not accept directly or indirectly any consulting,
advisory, or other compensatory fee from the Fund (other than fees for serving on the Board of Directors or any committee thereof); |
| |
(c) |
shall be financially literate at the time of his
or her appointment to the Audit Committee, as such qualification is interpreted by the Board of Directors in its business judgment,
or shall become financially literate within a reasonable period of time after his or her appointment to the Audit Committee; and |
| |
(d) |
shall satisfy the applicable independence requirements
for any national securities exchange or national market quotation system on which Fund shares are or may become listed or quoted. |
At least one Director
who is a member of the Audit Committee shall have accounting or related financial management expertise as the Board of Directors interprets
such qualification in its business judgment. The Board of Directors shall determine annually: (i) whether at least one of the members
of the Audit Committee is an “audit committee financial expert,” as defined in rules of the Securities and Exchange Commission
and (ii) whether simultaneous service on more than three public company audit committees by a member of the Audit Committee would
not impair the ability of such member to effectively serve on the Audit Committee, and the Board must disclose any determination made
under clause (ii) either on or through the applicable Funds website or in its annual proxy statement. If the disclosure is made
on the Fund’s website, the Fund must disclose that fact in its annual proxy statement and provide the website address.
| II. |
Purposes of the Audit Committee |
The Audit Committee
shall be responsible for:
| |
(1) |
assisting Board oversight of the: |
| |
(a) |
integrity of the Fund’s financial statements; |
| |
(b) |
independent accountants’ qualifications
and independence; and |
| |
(c) |
performance of the Fund’s independent accountants;
and |
| |
(2) |
preparing, or overseeing the preparation of, any
audit committee report required by rules of the Securities and Exchange Commission to be included in the Fund’s proxy statement
for its annual meeting of stockholders. |
| III. |
Responsibilities and Duties of the Audit
Committee |
The Fund’s independent
accountants shall report directly to the Audit Committee.
As may be necessary
or appropriate to carry out its purposes, or to comply with applicable law or the requirements of any securities exchange or market quotation
system on which Fund shares are or may become listed or quoted, the Audit Committee shall have the following responsibilities and duties:
| |
(a) |
the appointment, compensation, retention and oversight
of the work of the Fund’s independent accountants, including the resolution of disagreements between management and the independent
accountants regarding financial reporting; |
| |
(b) |
to (i) select an accounting firm to (1) serve
as the Fund’s independent accountants, (2) audit the Fund’s financial statements on an annual basis, and (3) provide
an opinion on an annual basis with respect to the Fund’s financial statements, and (ii) recommend that the members of
the Board of Directors who are not “interested persons” of the Fund, as defined in Section 2(a)(19) of the 1940
Act, ratify such selection; |
| |
(c) |
to pre-approve (i) all audit and
permissible non-audit services to be provided to the Fund by the Fund’s independent accountants and (ii) all
permissible non-audit services to be provided by the Fund’s independent accountants to Sprott Asset Management LP,
the Fund’s investment adviser, and Sprott Asset Management USA Inc., the Fund’s sub-adviser (collectively,
the “Advisers”) or any entity controlling, controlled by, or under common control with the Advisers (“Adviser Affiliate”)
that provides ongoing services to the Fund, if the engagement by the Adviser Affiliate relates directly to the operations and financial
reporting of the Fund; |
| |
(d) |
if determined to be advisable, to develop policies
and procedures for pre-approval of the engagement of the Fund’s independent accountants to provide any of the audit
or non-audit services described in Section III(c) above; |
| |
(e) |
to consider whether each non-audit service
provided by the Fund’s independent accountants to the Fund and to the Fund’s Advisers or any Adviser Affiliate that provides
ongoing services to the Fund is compatible with maintaining the independence of such independent accountants; |
| |
(f) |
to ensure that the Fund’s independent accountants
submit on a periodic basis to the Audit Committee a formal written statement delineating all relationships between such independent
accountants and the Fund, consistent with Independence Standards Board Standard No. 1, and to actively engage in a dialogue
with, and receive and consider specific representations from, the Fund’s independent accountants with respect to any disclosed
relationships or services that may affect the objectivity and independence of such independent accountants; |
| |
(g) |
to review the arrangements for annual and special
audits and the scope of such audits with the Fund’s independent accountants; |
| |
(h) |
to meet to review and discuss the Fund’s
audited financial statements and, to the extent required by applicable law or regulations, the Fund’s semi-annual financial
statements with Fund management and the Fund’s independent accountants, including the Fund’s disclosure of management’s
discussion of Fund performance; |
| |
(i) |
to review with the Fund’s independent accountants
any audit problems or difficulties the accountants may have encountered during or relating to the conduct of the audit, including
any matters required to be discussed pursuant to rules of The Public Company Accounting Oversight Board and other relevant regulatory
and professional organizations, and management’s response; |
| |
(j) |
to establish and administer policies and procedures
relating to the hiring by the Fund, the Advisers, or any administrator that is an Adviser Affiliate of employees or former employees
of the Fund’s independent accountants; |
| |
(k) |
to consider information and comments from the
Fund’s independent accountants with respect to the Fund’s accounting and financial reporting policies, procedures and
internal control over financial reporting (including the Fund’s critical accounting policies and practices) and management’s
responses to any such comments; |
| |
(l) |
to request, receive and/or review from the Fund’s
independent accountants such other materials as may be deemed necessary or advisable in the discretion of the Committee in the exercise
of its duties under this Charter; such materials may (but are not required to) include, without limitation, any other material written
communications relating to the Fund’s financial statements, or internal or disclosure controls, between the independent accountants
and the Fund, the Advisers, the Fund’s sub-adviser(s), if any, or other Fund service providers, such as any management
letter or schedule of unadjusted differences; |
| |
(n) |
at least annually, to obtain and review a report
by the Fund’s independent accountants describing: (i) such independent accountants’ internal quality-control procedures;
(ii) any material issues raised by the most recent internal quality-control review, or peer review, of such independent accountants,
or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or
more independent audits carried out by such firm, and any steps taken to deal with any such issues; and (iii) all relationships
between the Fund’s independent accountants and the Fund, the Advisers, Adviser Affiliates and members of management of such
entities (to assess the independence of the Fund’s independent accountants); to establish procedures for: (i) the receipt,
retention, and treatment of complaints received by the Fund regarding accounting, internal accounting controls, or auditing matters;
and (ii) the confidential, anonymous submission of concerns by employees of the Advisers, manager, administrator, principal
underwriter, or any other provider of accounting related services for the Fund regarding questionable accounting or auditing matters; |
| |
(o) |
to address reports received from attorneys in
accordance with procedures adopted by the Advisers relating to the possible violation of federal or state law or fiduciary duty; |
| |
(p) |
to discuss with Fund management and the Fund’s
independent accountants policies with respect to risk assessment and risk management; |
| |
(q) |
to discuss with Fund management the Fund’s
press releases that discuss earnings (if any), as well as financial information or earnings guidance provided to analysts and ratings
agencies (this may be done generally, e.g., the type of information to be disclosed and the type of presentation to be
made); and |
| |
(r) |
to perform such other functions and to have such
other powers consistent with this Charter, the Fund’s Articles of Incorporation, as amended and supplemented, the Fund’s By-Laws, as
amended, and applicable law, as the Audit Committee or the Board deems necessary or appropriate. |
The Audit Committee
may delegate any portion of its authority, including the authority to grant preapprovals of audit related services and permitted non-audit services,
to a subcommittee of one or more members of the Audit Committee pursuant to preapproval policies and procedures established by the Audit
Committee; provided, however, that the Audit Committee may not delegate preapproval of the audit required by the Securities Exchange
Act of 1934. Any decision of such subcommittee of the Audit Committee to grant preapprovals shall be presented to the full Audit Committee
at its next regularly scheduled meeting.
The function of the
Audit Committee is oversight; it is the responsibility of Fund management to maintain appropriate systems for accounting and internal
control over financial reporting, and the responsibility of the Fund’s independent accountants to plan and carry out a proper audit.
Specifically, Fund management is responsible for: (1) the preparation, presentation and integrity of the Fund’s financial
statements; (2) the maintenance of appropriate accounting and financial reporting principles and policies; and (3) the maintenance
of internal control over financial reporting and other procedures designed to assure compliance with accounting standards and related
laws and regulations. The Fund’s independent accountants are responsible for planning and carrying out an audit consistent with
applicable legal and professional standards and the terms of their engagement letter. Nothing in this Charter shall be construed to reduce
the responsibilities or liabilities of the Fund’s service providers, including the Fund’s independent accountants.
Although the Audit Committee
is expected to review appropriately the matters that come before it, such review of a Fund’s financial statements by the Audit
Committee is not an audit, nor does the Committee’s review substitute for the responsibilities of the Fund’s management for
preparing, or the Fund’s independent accountants for auditing, the financial statements. Members of the Audit Committee are not
employees of the Fund and, in serving on the Audit Committee, are not, and do not hold themselves out to be, acting as accountants or
auditors. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or
other types of auditing or accounting reviews or procedures.
In discharging their
duties, the members of the Audit Committee are entitled to rely on information, opinions, reports, or statements, including financial
statements and other financial data, if prepared or presented by: (1) one or more officers of the Fund whom the Board reasonably
believes to be reliable and competent in the matters presented; (2) legal counsel, public accountants, or other persons as to matters
the Board reasonably believes are within the person’s professional or expert competence; or (3) a committee of the Board.
The Audit Committee
shall meet on a regular basis but no less frequently than annually. The Audit Committee periodically shall meet separately with the Fund’s
independent accountants, Fund management, and representatives of Fund management responsible for the financial and accounting operations
of the Fund. The Audit Committee may hold special meetings at such times as the Audit Committee believes necessary or appropriate. Members
of the Audit Committee may participate in a meeting of the Audit Committee by means of conference call or similar communications equipment
by means of which all persons participating in such meeting can hear each other.
| V. |
Assistance from Fund Management; Authority
to Engage Advisers; Funding |
The appropriate officers
of the Fund shall provide or arrange to provide such information, data and services as the Audit Committee may request. The Audit Committee
shall have the power and authority to take all action it believes necessary or appropriate to discharge its responsibilities, including
the power and authority to retain independent counsel and other advisers. The Fund shall provide for appropriate funding, as determined
by the Audit Committee as a committee of the Board, for payment of: (i) compensation to the Fund’s independent accountants
or any other accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review, or attest
services for the Fund, (ii) compensation to any advisers employed by the Audit Committee under this Section V, and (iii) ordinary
administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its responsibilities.
| VI. |
Annual Performance Evaluation |
The Audit Committee
shall perform a review and evaluation, at least annually, of the performance of the Audit Committee.
The Audit Committee
shall report regularly to the Board. The Chairman of the Audit Committee shall report to the Board on the results of its deliberations,
and make such recommendations as deemed necessary or appropriate.
This Charter may be
amended or modified from time to time by vote of the Board.
Dated: August 24,
2015
EXHIBIT B
CHARTER OF THE GOVERNANCE
COMMITTEE
OF THE BOARD OF DIRECTORS
OF
SPROTT FOCUS TRUST,
INC.
Governance Committee
Membership
The Governance Committee
of Sprott Focus Trust, Inc. (the “Company”) shall be composed of all of the Independent Directors of the Company. Management,
while not having representatives on the Committee, will nonetheless be expected to have a role in the nominating process by identifying
and recommending potential candidates to the Committee for consideration. The Board of Directors (“Board”) may remove or
replace any member of the Committee at any time in its sole discretion.
Board Nominations
and Functions
1. The Committee shall
recommend nominees to the Board for election to the Board. The Committee shall evaluate each candidate’s qualifications for Board
membership and with respect to Independent Director nominees, the Committee shall evaluate each such nominee’s independence from
the investment adviser, affiliates of the adviser and other principal service providers. In determining a nominee’s qualifications
for Board membership, the Committee may take into account a wide variety of factors (with no one factor being controlling) in considering
candidates for membership on the Board, including (but not limited to): (i) the candidate’s knowledge in matters relating to the
investment company industry; (ii) any experience possessed by the candidate as a director/trustee or senior officer of other public
companies; (iii) the candidate’s educational background; (iv) the candidate’s reputation for high ethical standards
and personal and professional integrity; (v) any specific financial, technical or other expertise possessed by the candidate, and
the extent to which such expertise would complement the Board’s existing mix of skills and qualifications; (vi) the candidate’s
perceived ability to contribute to the on-going functions of the Board, including the candidate’s ability and commitment
to attend meetings regularly, work collaboratively with other members of the Board and carry out his or her duties in the best interests
of the Company; and (vii) such other factors as the Committee determines to be relevant in light of the existing composition of
the Board and any anticipated vacancies or other factors. Additionally, with respect to evaluating candidates to serve as an independent
member, the Board shall consider the candidate’s ability to qualify as an Independent Director for purposes of the Investment Company
Act of 1940 and any other standards of independence that may be relevant to the Company.
2. The Committee shall
periodically review the composition of the Board to determine whether it may be appropriate to add individuals with different backgrounds
or skills from those already serving on the Board.
3. It is currently the
policy of the Committee not to consider nominees recommended by shareholders as candidates for Board membership. The Committee will periodically
reevaluate the merits of this policy.
4. The Committee shall
recommend the compensation of Independent Directors.
Adopted: March 9,
2015
| EVERY
STOCKHOLDER’S VOTE IS IMPORTANT |
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EASY VOTING OPTIONS: |
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VOTE
ON THE INTERNET
Log
on to:
www.proxy-direct.com
or
scan the QR code
Follow
the on-screen instructions
available
24 hours |
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VOTE
BY PHONE
Call
1-800-337-3503
Follow
the recorded instructions
available
24 hours |
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VOTE
BY MAIL
Vote,
sign and date this Proxy
Card
and return in the
postage-paid
envelope |
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VOTE
IN PERSON
Attend
Stockholder Meeting
Sprott Asset Management USA, Inc.
320
Post Office Road, Suite 230
Darien,
CT 06820 on
September 3, 2024 |
Please
detach at perforation before mailing.
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| PROXY |
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SPROTT FOCUS TRUST,
INC. |
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PROXY FOR THE ANNUAL
MEETING OF STOCKHOLDERS |
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TO BE HELD SEPTEMBER 3,
2024 |
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The
undersigned hereby appoints Thomas W. Ulrich, in any capacity, with full power of substitution as proxy or proxies of
the undersigned, to vote all shares of common stock of Sprott Focus Trust, Inc. (the "Fund") which the undersigned is
entitled to vote at the Annual Meeting of Stockholders (the "Meeting") of the Fund to be held at the offices of Sprott
Asset Management USA, Inc., 320 Post Road, Suite 230, Darien, Connecticut 06820, on Wednesday, September 3, 2024 at 1:00
p.m. (Eastern time), and at any adjournment(s) or postponement(s) thereof.
This
proxy is solicited on behalf of the Board of Directors of the Fund.
ALL
PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED. IF NO INSTRUCTIONS ARE INDICATED ON A PROPERLY EXECUTED PROXY, THE PROXY
WILL BE VOTED FOR PROPOSAL 1.
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VOTE VIA THE INTERNET: www.proxy-direct.com |
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VOTE VIA THE TELEPHONE:
1-800-337-3503 |
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SPR_32886_072522
IF
YOU ARE VOTING BY MAIL, PLEASE SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
EVERY
STOCKHOLDER’S VOTE IS IMPORTANT
Important
Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to Be Held on September 3, 2024.
The Notice, Proxy Statement and Proxy Card for this Meeting are available at:
https://www.proxy-direct.com/spr-32886
IF
YOU VOTE ON THE INTERNET OR BY TELEPHONE,
YOU NEED NOT RETURN THIS PROXY CARD
Please
detach at perforation before mailing.
THIS
PROXY WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREON AND, IF NO CHOICE IS INDICATED, WILL BE VOTED “FOR”
PROPOSAL 1.
TO
VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS Example: ☒
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Proposal
The Board of Directors recommends a vote FOR proposal 1. |
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1. |
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To elect two Directors to the Fund’s
Board of Directors: |
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WITHHOLD
ALL |
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FOR ALL EXCEPT |
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01. W. Whitney George
02. James R. Pierce Jr. |
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INSTRUCTIONS: To withhold
authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s number
on the line provided below. |
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To transact such other business
as may properly come before the Meeting or any postponement or adjournment thereof. |
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Authorized Signatures
— This section must be completed for your vote to be counted.— Sign and Date Below |
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Note:
Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held
jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer
of corporation or other entity or in another representative capacity, please give the full title
under the signature. |
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Date
(mm/dd/yyyy) — Please print date below |
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Signature
1 — Please keep signature within the box |
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Signature
2 — Please keep signature within the box |
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| xxxxxxxxxxxxxx |
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SPR132886 |
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xxxxxxxx |
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