Atlantic Sapphire
Annual Report 2008

Plain-text annual report

ASA Limited Annual Report 2008 ASA Limited Annual Report and Financial Statements November 30, 2008 Officers Robert J.A. Irwin, Chairman, President and Treasurer David J. Christensen, Vice President-Investments Paul K. Wustrack, Jr., Secretary and Chief Compliance Officer Directors Robert J.A. Irwin (U.S.A.) David J. Christensen (U.S.A.) Harry M. Conger (U.S.A.) Phillip Goldstein (U.S.A.) James G. Inglis (South Africa) Andrew Pegge (U.K.) Robert A. Pilkington (U.S.A.) Julian Reid (U.K.) A. Michael Rosholt (South Africa) Contents Letter to shareholders 2 Forward-looking statements 4 Certain investment policies and restrictions 5 Report of independent registered public accounting firm 5 Schedule of investments 6 Portfolio statistics 7 Portfolio changes 7 Statement of assets and liabilities 8 Statement of operations 9 Statements of changes in net assets 10 Notes to financial statements 11 Financial highlights 14 Supplementary information 14 Certain tax information for U.S. shareholders 15 Dividend reinvestment and stock purchase plan 16 Privacy notice 17 Direct registration system 17 Proxy voting 18 Form N-Q 18 Common share repurchases 18 Annual CEO certification 18 Board of directors and officers 19 Executive Office 11 Summer Street Buffalo, NY, 14209 U.S.A. (800) 432-3378 Registered Office Canon’s Court 22 Victoria Street Hamilton HM 12, Bermuda Independent Registered Public Accounting Firm Ernst & Young LLP, New York, NY, U.S.A. Counsel Appleby, Hamilton, Bermuda K&L Gates LLP, Washington, DC, U.S.A. Custodian JPMorgan Chase Bank, N.A. New York, NY, U.S.A. Subcustodian FirstRand Bank Limited Johannesburg, South Africa Fund Accountants Kaufman Rossin Fund Services, LLC Miami, FL, U.S.A. Shareholder Services LGN Group, LLC Florham Park, NJ, U.S.A. (973) 377-3535 Transfer Agent Computershare Trust Company, N.A. 525 Washington Boulevard, Jersey City, NJ 07310, U.S.A. Website: www.asaltd.com The Semi-annual and Annual Reports of the Company and the latest valua- tion of net assets per share may be viewed on the Company’s website or may be requested from LGN Group, LLC, Lawrence G. Nardolillo, C.P.A., P.O. Box 269, Florham Park, New Jersey 07932 (973) 377-3535. Shareholders are reminded to notify Computershare of any change of address. 1 Letter to Shareholders (unaudited) At November 30, 2008, ASA’s net asset value (NAV) was $47.37 per share. The closing price of the Company’s shares on the New York Stock Exchange was $42.25 at November 30, 2008, which represented a 10.8% discount to the NAV. This compares with the net asset value of $84.77 per share at November 30, 2007, at which time the closing price was $73.25 per share, a discount of 13.6% to the NAV. Total return, including the reinvestment of dividends, was a negative 43.9% for the fiscal year 2008 based on the NAV and a negative 42.1% based on the market price of the shares. This return in fiscal 2007 was 19.2% based on the NAV and 19.0% based on market price. Net investment income for the fiscal year ended November 30, 2008 was $0.63 per share, as compared to $1.11 per share for the fiscal year ended November 30, 2007. Realized gain from investments, including net realized gain (loss) on invest- ments from foreign currency transactions, for the fiscal year ended November 30, 2008, was $16.91 per share, as compared to $9.03 per share for the fiscal year ended November 30, 2007. The amounts for 2008 are based on the weighted aver- age shares outstanding for the fiscal year. Chart 1: ASA Historical Distributions Operating expenses of $5.9 million during the last fiscal year were 53% higher than in the previous year reflecting an increase in legal and other expenses associated with the proxy contest and increases in retirement benefits, salaries and other operating costs. Operating expenses are anticipated to decline during the coming year. Most of the expenses associated with running the Company are fixed as the Company maintains a very small staff. Despite the overall decrease expected in oper- ating expenses, our expense ratio, measured as the ratio of expenses relative to average net assets, is projected to increase, as the total net assets have declined following the tender offer last year and the lower valuation of many of ASA’s holdings. The discount at which the shares of ASA trade has nar- rowed over the last year and averaged 9.6% during the 2008 fiscal year versus an average discount of 13.1% during the 2007 fiscal year. This decrease seems related at least in part to the tender offer completed during 2008 and potential tender offers during the next two years. Since November of 2007, the NAV of ASA has fluctuated from a high of $99.34 in mid- March to a low of $36.34 per share in mid-October, reflecting an increase in the gold price volatility and the declining valu- ation of precious metals companies held by ASA. $2.30 Market Comments $2.50 $2.00 $1.50 $1.00 $0.50 $2.00 $0.80 $0.80 $0.80 $0.90 $0.90 $0.60 $0.60 $0.55 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 Distributions totaling $2.00 and $2.30 per share were declared or paid during the fiscal years ended November 30, 2008 and November 30, 2007, respectively. (See note 1.E. Dividends to Shareholders (page 12) and Certain tax informa- tion for U.S. shareholders (pages 15 and 16) for further comments.) Historically, the South African gold mining companies paid relatively high dividends and contributed the majority of ASA’s income. However, these companies no longer pay out the large dividends witnessed in the past and South African gold mining shares now represent a smaller portion of ASA’s assets. Likewise, the platinum mining companies from which ASA has received the majority of its dividend income during the last two years are under severe pressure as a result of the decline in the platinum price and rising operating costs. Therefore, it is likely that dividends received by ASA may be substantially lower in the coming year than during the last sev- eral years. Capital gains realized by ASA have been higher during the last two years as a result of the diversification away from South African gold mining shares and the 2008 tender offer (see Notes to Financial Statements—Note 6) (“Tender Offer”). 2 Recent turmoil in the global financial markets has created what may be the greatest “roller coaster ride” that investors have ever witnessed. Gold price volatility is the highest that we have ever observed and the divergence in performance between gold bullion and the mining shares has never been greater. Many investors who have invested a portion of their assets in gold or gold mining shares as a potential hedge against financial calamity, similar to what has been witnessed recently, have been disappointed with the recent performance of this asset class. Gold and mining shares have been caught in the broader market downdraft as the recession spread throughout the markets. Despite the near term issues, we con- tinue to believe that recent events are supportive of gold prices over the longer term. During the last several years, investors established long positions in metals in order to participate in the high levels of demand for commodities due to surging global economic growth. Never before have the commodity markets witnessed the levels of investor interest in metals as seen in recent years. This investment interest over the last five years propelled com- modity prices to record levels. However, it is taking only months for these positions to be unwound and the impact it is having on global commodity prices is unprecedented. The swift change in market sentiment has negatively affected the price levels for all commodities. During the last year, oil prices increased nearly 60% before declining by more than half since mid-year. This level of price volatility has only been witnessed in oil once in the last 25 years! Base metals prices have also declined alarmingly. Gold prices have actu- ally been among the most stable of commodities during recent months. Nevertheless, the U.S. dollar price is down sharply from the peak of over $1,000 an ounce in March of 2008, just as Bear Stearns & Co., Inc. was failing. The negative news on the economy that has driven commodity price volatility is unlikely to be over and further economic weakness is proba- ble before the global economy begins its recovery. Chart 2: Broad Decline in Commodities — Last Twelve Months 180 160 140 120 100 80 60 40 20 Gold Gold Platinum Platinum Oil Oil Copper Copper c e D - 3 c e D - 3 2 n a J - 2 1 b e F - 1 b e F - 1 2 r a M - 2 1 r p A - 1 r p A - 1 2 y a M - 1 1 y a M - 1 3 n u J - 0 2 l u J - 0 1 l u J - 0 3 g u A - 9 1 p e S - 8 p e S - 8 2 t c O - 8 1 v o N - 7 v o N - 7 2 Source: ASA Limited The indiscriminate selling of gold mining shares has not been witnessed in gold bullion. The gold bullion exchange- traded funds (“ETFs”) have continued to increase in size and draw investor interest potentially reflecting concerns related to the current financial crisis and fears that the current bailout plans will generate inflation twelve to eighteen months in the future. The relative strength in the gold price and the weakness in the gold mining shares have left the sector, in our view, inexpensive relative to historical valuations. Gold share indices relative to gold prices are trading near 20-year lows. The gold mining companies, unfortunately, have been caught in the same financial downdraft that has negatively affected every other sector of the economy. The share prices of these companies have been sold down sharply as investors have looked to raise liquidity, often times indiscriminately. ASA’s portfolio is overwhelmingly allocated to the largest and highest quality gold producers in the industry, with a smaller portion of the portfolio in platinum mining companies and a diversified mining company. The emphasis on the larger cap- italized companies that are already in production has insulated the portfolio somewhat from the recent turmoil in the markets. Mid-sized precious metals companies, with little funding available either from the debt or equity markets to finance new projects, are being forced to reduce capital spending severely in order to stay afloat. The junior producers and exploration companies, whose life blood is low cost capital, are under more severe pressure and many of them may be forced to find merger partners or be forced out of business. These compa- nies, as a result, have already announced the curtailment of some high cost operations and the postponement of several new projects under development. Many of the smaller pre- cious metals companies may not survive the current liquidity crisis to see their projects reach maturity. Mining companies have been negatively affected by rising mining costs. Underperforming assets and slower growth rates have also pushed the share prices of gold mining companies lower. Higher costs for steel, fuel, reagents, and other inputs to the mining process have driven operating costs sharply higher and squeezed operating margins throughout the industry. The rising cost environment, combined with increased resource nationalism, longer permitting processes and increased envi- ronmental concerns have lowered the growth rate of new gold production sharply and curtailed the once high operating mar- gins enjoyed by gold producers. Likewise, the dramatic decline in the value of the U.S. dollar has exacerbated these trends, raising production costs as local costs are translated to the U.S. dollar financial statements. These negative cost pressures are, however, positively impacting the supply/demand balance for gold as the develop- ment of new mining projects is not anticipated to replace pro- duction lost from the closure of older mines during the next couple of years. Likewise, both the growth in gold held by the ETFs and the limited hedging by producers are anticipated to positively affect the gold price over the course of the next two years. Gold held by investors, largely through the ETFs, is quickly becoming a significant factor in the global supply/demand balance for gold bullion. Jewelry demand, tra- ditionally the backbone of gold demand, is anticipated to be softer during recessionary periods. Therefore, while prices may be somewhat subdued during the near term, we continue to believe that the long-term trend for gold remains favorable. ASA has long believed that platinum has many of the ben- eficial aspects of gold, but with a stronger long-term supply/demand balance and better operating margins, which in turn, has meant these companies have paid very good divi- dends to ASA. Unfortunately, there are occasions, such as the last several months, when a decrease in global demand occurs so rapidly and dramatically that producers are unable to cope with the pace of change. The onset of the current global reces- sion is one of these contractions. The last twelve months are likely to be remembered as one of the tougher operating peri- ods for the South African platinum producers in more than a decade. The combination of a collapse in prices, brought on by economic weakness, along with shortages of power and ris- ing production costs, has squeezed operating margins. Even after accounting for a reduced dividend flow from these investments, we continue to believe strongly in this sector, but we continue to evaluate these holdings and their weighting in the portfolio. ASA’s portfolio has been realigned during the last year in order to complete the tender offer and further the diversifica- tion program. At November 30, 2007, South African gold shares represented 20.2% of net assets versus only 13.1% of net assets at the end of the 2008 fiscal year. ASA’s allocation to the platinum mining shares has declined reflecting the underperformance of this sector and sales of the PGM shares during the tender offer process. The platinum miners now rep- resent 12.9% of net assets versus 20.2% of net assets a year earlier. ASA’s holdings of Canadian, Latin American and Channel Islands gold mining companies have increased as a percentage of the total assets as a result of new positions and/or relative outperformance of these investments. As a part of the tender offer for ASA’s shares, management has largely com- 3 pleted the diversification process commenced a couple of years ago and is now a more globally diversified, precious minerals fund. Robert J. A. Irwin will retire at the conclusion of the 2009 Annual General Meeting of Shareholders as director, chair- man, president and treasurer after serving ASA for 21 years. Chart 3: ASA’s Asset Allocation — 11/30/08 South African Gold Miners 13.1% United States Gold Miners 4.1% Australian Gold Miners 8.8% Cash and Other, Net 2.1% Gold ETF 3.5% Channel Island Miners 12.3% Canadian Gold Miners 29.2% Latin American Miners 7.7% Other Miners 6.3% Platinum Miners 12.9% Source: ASA Limited * * * * * * Other changes at ASA during the last year include the elec- tion as directors of Andrew Pegge, Phillip Goldstein and Julian Reid and the appointment of David Christensen to fill the vacancy created by the resignation of Henry R. Breck from the Board of Directors. In addition Robert J. A. Irwin, Harry M. Conger, A. Michael Rosholt, and James G. Inglis will not be standing for re-election to the Board at the 2009 Annual General Meeting of Shareholders. The new Board will consist of five directors versus nine previously. The Company will miss the deep knowledge and experience of the outgoing directors encompassing the economic, financial and technical aspects of the precious minerals industries. We thank them for their long and conscientious service. We believe that the Company will be well-served by the ongoing Board. Copies of financial reports of the Company, as well as its latest net asset value, may be requested from LGN Group, LLC, P.O. Box 269, Florham Park, NJ 07932, (973) 377-3535, or may be the Company’s website (www.asaltd.com). We would like to call to your attention the availability of the Dividend Reinvestment and Stock Purchase Plan. See page 15 of this report for information. found on ROBERT J. A. IRWIN Chairman, President and Treasurer DAVID CHRISTENSEN Vice President- Investments January 13, 2009 January 13, 2009 * * * * * * The Annual General Meeting of Shareholders will be held on Tuesday, February 17, 2009 at 10:00 a.m. at the offices of K&L Gates LLP, 599 Lexington Avenue, 32nd Floor, New York, New York, USA. We look forward to your attendance. Forward-looking statements This report contains “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. By their nature all forward-looking statements involve risks, uncertainties and other factors that may cause actual results, performance or achievements of management’s plans to be materially different from those contemplated by the forward- looking statements. Such factors include, but are not limited to, the performance of the companies whose securities the conditions in the comprise the Company’s portfolio, United States, South African and other international securities and foreign exchange markets, the price of gold, platinum and other precious minerals and changes in tax laws. 4 Certain investment policies and restrictions (unaudited) The following is a summary of certain of the Company’s investment policies and restrictions and is subject to the more complete statements contained in documents filed with the Securities and Exchange Commission. The Concentration of Investments in a Particular Industry or Group of Industries. It is a fundamental policy (i.e., a pol- icy that may be changed only by shareholder vote) of the Company that at least 80% of its total assets be (i) invested in common shares or securities convertible into common shares of companies engaged, directly or indirectly, in the explo- ration, mining or processing of gold, silver, platinum, dia- monds or other precious minerals, (ii) held as bullion or other direct forms of gold, silver, platinum or other precious miner- als, (iii) invested in instruments representing interests in gold, silver, platinum or other precious minerals such as certificates of deposit therefor, and/or (iv) invested in securities of invest- ment companies, including exchange traded funds, or other securities that seek to replicate the price movement of gold, silver or platinum bullion. Compliance with the percentage limitation relating to the concentration of the Company’s investments will be measured at the time of investment. If investment opportunities deemed by the Company to be attractive are not available in the types of securities referred to in the preceding paragraph, the Company may deviate from the investment policy outlined in that paragraph and make temporary investments of unlimited amounts in securities issued by the U.S. Government, its agencies or instrumental- ities or other high quality money market instruments. The Percentage of Voting Securities of any one Issuer that the Company May Acquire. It is a non-fundamental policy (i.e., a policy that may be changed by the Board of Directors) of the Company that the Company shall not purchase a secu- rity if, at the time of purchase, more than 20% of the value of its total assets would be invested in securities of the issuer of such security. Report of independent registered public accounting firm To the Board of Directors and Shareholders of ASA Limited: We have audited the accompanying statement of assets and liabilities of ASA Limited (the “Company”), including the schedule of investments, as of November 30, 2008, and the related statement of operations and supplementary information for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements, supplementary information and financial highlights are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements, supplementary informa- tion and financial highlights based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the finan- cial statements, supplementary information and financial high- lights are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of inter- nal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effective- ness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, supple- mentary information and financial highlights, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. Our procedures included confirmation of securi- ties owned as of November 30, 2008 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements, supplementary information and financial highlights referred to above present fairly, in all material respects, the financial position of the Company at November 30, 2008, the results of its operations and supplementary information for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. gener- ally accepted accounting principles. New York, New York January 13, 2009 5 Schedule of investments November 30, 2008 Name of Company Common Shares Gold investments Gold mining companies Australia Newcrest Mining Limited – ADRs Canada Agnico-Eagle Mines Limited Barrick Gold Corporation Goldcorp Inc. Kinross Gold Corporation Channel Islands Randgold Resources Limited – ADRs Latin America Compania de Minas Buenaventura – ADRs South Africa AngloGold Ashanti Limited Gold Fields Limited Harmony Gold Mining Company Limited – ADRs (1) United States Newmont Mining Corporation Total gold mining companies (Cost – $143,960,390) Exchange traded fund – gold United States SPDR Gold Trust (1) (Cost $10,005,000) Total gold investments (Cost $153,965,390) Platinum investments Platinum mining companies South Africa Anglo Platinum Limited Impala Platinum Holdings Limited United Kingdom Lonmin PLC – ADRs Total platinum investments (Cost $12,006,287) Investments in other mining companies United Kingdom Anglo American plc (Cost $4,941,921) Total common shares (Cost $170,913,598) Convertible Securities Gold mining companies Number of Shares/ Principal Amount Value Percent of Net Assets 1,865,000 $ 30,003,402 8.8% 600,000 1,025,000 1,200,000 750,000 22,596,000 30,196,500 32,364,001 11,062,500 96,219,001 1,094,700 41,850,381 1,459,000 26,262,000 943,194 2,429,577 503,100 420,368 20,137,192 19,971,123 4,346,784 44,455,099 14,145,383 252,935,266 150,000 12,028,500 264,963,766 470,100 1,497,400 289,700 21,704,119 18,475,383 40,179,502 3,795,295 43,974,797 914,800 21,577,892 330,516,455 6.6 8.9 9.5 3.2 28.2 12.3 7.7 5.9 5.9 1.3 13.1 4.1 74.2 3.5 77.7 6.4 5.4 11.8 1.1 12.9 6.3 96.9 Canada NovaGold Resources Inc. 5.50% Senior Convertible Notes, due 5/01/2015 (Cost $15,000,000) 15,000,000 Total investments (Cost $185,913,598) (2) Cash, receivables, and other assets less liabilities Net assets 3,514,500 334,030,955 7,063,714 $341,094,669 1.0 97.9 2.1 100.0% (1) Non-income producing security. (2) Cost of investments shown approximates cost for U.S. federal income tax purposes, determined in accordance with U.S. federal income tax principles. Gross unrealized appreciation of investments and gross unrealized depreciation of investments at November 30, 2008 were $172,374,854 and $24,257,497, respectively, resulting in net unrealized appreciation on investments of $148,117,357. ADR – American Depository Receipt There is no assurance that the valuations at which the Company’s investments are carried could be realized upon sale. The notes to the financial statements form an integral part of these statements. 6 Portfolio statistics (unaudited) November 30, 2008 Country breakdown* Canada South Africa Channel Islands Australia Latin America United States United Kingdom 29.2% 24.9% 12.3% 8.8% 7.7% 7.6% 7.4% * Geographic breakdowns, which are based on company domiciles, are expressed as a percentage of total net assets. Principal portfolio changes during the year ended November 30, 2008 (unaudited) Agnico-Eagle Mines Limited Anglo American plc AngloGold Ashanti Limited AngloGold Ashanti Limited-Rights(1) Anglo Platinum Limited Barrick Gold Corporation Compania de Minas Buenaventura – ADRs Goldcorp Inc. Gold Fields Limited SPDR Gold Trust (formerly streetTRACKS Gold Trust) Harmony Gold Mining Company Limited – ADRs Impala Platinum Holdings Limited Kinross Gold Corporation Lonmin PLC-ADRs Newcrest Mining Limited Newmont Mining Corporation NovaGold Resources Inc. NovaGold Resources Inc, 5.50% Senior Convertible Notes, due 5/01/2015 Randgold Resources Limited – ADRs Yamana Gold Inc. (1) Received in company rights offering. (2) Received in 2 for 1 stock split. Number of Shares/Principal Amount Increase Decrease 270,031 729,500(2) 750,000 $15,000,000 100,000 250,000 802,700 270,031 50,000 100,000 170,500 300,000 1,980,400 50,000 163,300 225,000 160,300 1,135,000 100,000 250,000 355,300 1,788,000 7 Statement of assets and liabilities November 30, 2008 Assets Investments, at value (cost $185,913,598) Cash and cash equivalents Dividends and interest receivable Other assets Total assets Liabilities Accounts payable and accrued liabilities Nonqualified pension liability Liability for retirement benefits due to current and future retired directors Dividend payable Total liabilities Net assets Common shares $1 par value Authorized: 30,000,000 shares Issued & Outstanding: 7,200,000 shares in 2008 and 9,600,000 shares in 2007 Share premium (capital surplus) Undistributed net investment income Undistributed net realized (loss) from foreign currency transactions Undistributed net realized gain on investments Net unrealized appreciation on investments Net assets Net assets per share The closing price of the Company’s shares on the New York Stock Exchange on November 30, 2008 was $42.25. The notes to the financial statements form an integral part of these statements. $334,030,955 21,090,938 349,153 192,919 $355,663,965 463,250 760,817 1,105,229 12,240,000 14,569,296 $341,094,669 $ 7,200,000 15,936,867 28,038,896 (102,269,431) 244,070,980 148,117,357 $341,094,669 $47.37 8 Statement of operations Year ended November 30, 2008 Investment income Dividend income (net of foreign withholding taxes of $330,539) Interest income Total investment income Expenses Shareholder reports and proxy expenses Directors’ fees and expenses Provision for retirement benefits due to current and future retired directors Salaries and benefits Other administrative expenses Fund accounting Transfer agent, registrar and custodian Professional fees and expenses Insurance Other Total expenses Net investment income Net realized gain from investments Proceeds from sales Cost of securities sold Net realized gain from investments Net realized (loss) from foreign currency transactions Investments Foreign currency Net realized (loss) from foreign currency transactions Net (decrease) in unrealized appreciation on investments Balance, beginning of year Balance, end of year Net (decrease) in unrealized appreciation on investments Net realized and unrealized (loss) from investments and foreign currency transactions Net (decrease) in net assets resulting from operations The notes to the financial statements form an integral part of these statements. $ 10,392,900 1,048,218 11,441,118 557,253 642,559 330,238 1,327,819 615,809 164,750 138,995 1,592,131 190,301 356,765 5,916,620 5,524,498 330,967,214 172,487,059 158,480,155 (9,657,159) (27,550) (9,684,709) 567,853,998 148,117,357 (419,736,641) (270,941,195) $(265,416,697) 9 Statements of changes in net assets Years ended November 30, 2008 and 2007 Net investment income Net realized gain from investments Net realized (loss) from foreign currency transactions Net increase (decrease) in unrealized appreciation on investments Net increase (decrease) in net assets resulting from operations Dividends payable/paid From net investment income From net realized gain on investments Adjustment – tender offer From common shares $1 par value From share premium (capital surplus) From undistributed net investment income From undistributed net realized gain on investments Net increase (decrease) in net assets Net assets, beginning of year 2008 $ 5,524,498 158,480,155 (9,684,709) (419,736,641) (265,416,697) (5,524,498) (9,595,506) (2,400,000) (5,312,289) (26,851,291) (157,594,782) (472,695,063) 813,789,732 Net assets, end of year (including undistributed net investment income of $28,038,896 at November 30, 2008 and $54,890,187 at November 30, 2007) $ 341,094,669 The notes to the financial statements form an integral part of these statements. 2007 $ 10,636,012 104,528,153 (17,868,539) 26,306,855 123,602,481 (10,636,012) (11,443,988) — — — — 101,522,481 712,267,251 $813,789,732 10 Notes to financial statements Year ended November 30, 2008 1. Summary of significant accounting policies ASA Limited (“the Company”) is a closed-end management invest- ment company registered under the Investment Company Act of 1940, as amended, and is organized as an exempted limited lia- bility company under the laws of Bermuda. The following is a summary of the Company’s significant accounting policies: A. Investments Portfolio securities listed on U.S. and foreign stock exchanges are generally valued at the last reported sale price on the date for which the valuation is being made on the exchange on which the securities are primarily traded, or the closing bid price if a sale price is not available. Securities traded over the counter are valued at the last sale price or the closing bid price if a sale price is not available. Securities listed on foreign stock exchanges may be fair valued based on significant events that have occurred sub- sequent to the close of the foreign markets. Securities for which current market quotations are not readily available are valued at their fair value as determined in good faith by, or in accordance with procedures adopted by, the Company’s Board of Directors. If a security is valued at a “fair value”, that value is likely to be different from the last quoted price for the security. Various factors may be reviewed in order to make a good faith determination of a security’s fair value. These factors include, but are not limited to, the nature of the security; relevant finan- cial or business developments of the issuer; actively traded similar or related securities; conversion rights on the security; and changes in overall market conditions. Where the Company holds securities listed on foreign stock exchanges and American Depository Receipts (“ADRs”) represent- ing these securities are actively traded on the New York Stock Exchange, the securities normally are fair valued based on the last reported sales price of the ADRs. The difference between cost and current value is reflected separately as net unrealized appreciation (depreciation) on investments. The net realized gain or loss from the sale of securities is determined for accounting purposes on the identified cost basis. The Company adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS 157”), effective December 1, 2007. In accordance with SFAS 157, fair value is defined as the price that the Company would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market the most advantageous market for the investment or liability. SFAS 157 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observ- able inputs) and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Company’s investments. The inputs are summarized in the three broad levels listed below. Level 1 – quoted prices in active markets for identical investments Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, credit risk, etc.) Level 3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments) The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following is a summary of the inputs used as of November 30, 2008 in valuing the Company’s investments at fair value: Valuation Inputs Level 1 – Quoted Prices Level 2 – Other Significant Observable Inputs Level 3 – Significant Unobservable Inputs Total Investments in Securities (Fair Value) $235,031,551 98,999,404 — ___________ $334,030,955 ___________ ___________ There is no assurance that the valuation at which the Company’s investments are carried could be realized upon sale. B. Cash Equivalents The Company considers all money market and all highly liquid temporary cash investments purchased with an original maturity of less than three months to be cash equivalents. C. Foreign Currency Translation Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the closing rate of exchange on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The result- ing net foreign currency gain or loss is included in the statement of operations. 11 Notes to financial statements (continued) Year ended November 30, 2008 D. Securities Transactions and Investment Income During the year ended November 30, 2008, sales and purchases of portfolio securities (other than temporary short-term invest- ments) amounted to $330,967,214 and $142,825,526, respectively. Dividend income is recorded on the ex-dividend date, net of withholding taxes, if any. Interest income is recognized on the accrual basis. E. Dividends to Shareholders Dividends to shareholders are recorded on the ex-dividend date. The reporting for financial statement purposes of dividends paid from net investment income or net realized gains may differ from their ultimate reporting for U.S. federal income tax purposes. The differences are caused primarily by the separate line item reporting for financial statement purposes of foreign exchange gains or losses. See pages 14 through 15 for certain additional tax information for U.S. shareholders. F. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. G. Basis of Presentation The financial statements are presented in U.S. dollars. 2. Tax status of the Company The Company is not subject to Bermuda tax as an exempted limited liability company organ- ized under the laws of Bermuda. Nor is the Company generally subject to U.S. federal income tax, since it is a non-U.S. corpora- tion whose only business in the United States is trading in stocks or securities for its own account; and under the U.S. federal tax law that activity does not constitute a trade or business within the United States, even if its principal office is located therein. As a result, its gross income is not subject to U.S. federal income tax, though certain types of income it earns from U.S. sources (such as dividends of U.S. payors) are subject to withholding tax. 3. Retirement plans The Company has an unfunded non-qualified pension agreement with its Chairman, President and Treasurer, Robert J. A. Irwin, pursuant to which the Company credits amounts to a pension benefit account as determined from time to time by the Board of Directors. Through the period ended November 30, 2006, interest equivalents were credited on amounts credited to the pension benefit account at an annual rate of 3.5%. Beginning December 1, 2006, interest equivalents are credited at an annual rate of 5%. The Company recorded an expense of $108,850, including interest, for the total amount cred- ited to the pension benefit account during the year ended November 30, 2008. An amount equal to the balance in the pension benefit account will be payable in a lump sum upon termination of Mr. Irwin’s service with the Company. At November 30, 2008, the Company has recorded a liability for pension benefits due under the agree- ment, including interest, of $760,817. During the year ended November 30, 2008, the Company recorded an expense of $330,238 for retirement benefits due to current and future retired directors as a result of changes to the assumptions used in the calculation of these benefits. The liability for these benefits at November 30, 2008 was $1,105,229. Directors of the Company qualify to receive retirement benefits if they have served the Company (and any of its predecessors) for at least twelve years prior to retirement. 4. Concentration risk It is a fundamental policy of the Company that at least 80% of its total assets be invested in securi- ties of companies engaged, directly or indirectly, in the exploration, mining or processing of gold or other precious minerals and/or in other gold and precious mineral investments. A substantial portion of the Company’s assets currently is invested in South African companies and other companies having significant assets or operations in South Africa. The Company is, therefore, subject to gold and precious mineral related risks as well as risks related to investing in South Africa, including political, economic, regulatory, currency fluctuation and foreign exchange risks. The Company currently is invested in a limited number of securities and thus holds large positions in certain securities. Because the Company’s investments are concentrated in a limited number of securities of companies involved in the holding or mining of gold and other precious minerals and related activities, the net asset value of the Company may be subject to greater volatility than that of a more broadly diversified investment company. 5. Indemnifications In the ordinary course of business, the Company enters into contracts that contain a variety of indem- nifications. The Company’s maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. 6. Tender offer On June 13, 2008, the Company commenced a tender offer to purchase up to 2,400,000 of its Common Shares, representing 25% of its issued and outstanding shares. Because the number of shares tendered exceeded 2,400,000 shares, the Company purchased shares duly tendered on a pro rata basis in accordance with the number of shares duly tendered by each shareholder. The Company paid $79.92 per share, the amount equal to 98% of $81.55, the net asset value per share as determined by the Company at the close of regular trading on the New York Stock Exchange on July 25, 2008, the expiration date of the ten- der offer. As a result, the Company’s outstanding shares decreased from 9,600,000 to 7,200,000. To the best of the Company’s 12 Notes to financial statements (continued) Year ended November 30, 2008 knowledge, at the time of the tender offer Laxey Partners Limited (“Laxey”) and Lazard Asset Management LLC (“Lazard”) each was a “group” (as that term is used in Section 13(d) of the Exchange Act) owning beneficially more than 5% of the Company’s outstanding Common Shares. Based on information from a source at Laxey, Laxey sold 330,600 Common Shares in connection with the tender offer and received proceeds of approximately $26,421,552. Based on information from a source at Lazard, Lazard sold 587,683 Common Shares in connection with the tender offer and received proceeds of approximately $46,967,625. 7. Contingencies In connection with the Company’s 2008 Annual General Meeting of Shareholders, a group of sharehold- ers managed or advised by Laxey filed with the Securities and Exchange Commission a proxy statement in which Laxey nomi- nated Andrew Pegge (Chief Executive Officer and, through a family trust, a 50% owner of Laxey), Phillip Goldstein, and Julian Reid for election to the Company’s board of directors, to replace three of the nominees of the board of directors. Laxey’s proxy statement also included a proposal to recommend that the board of directors undertake a series of tender offers to address the dis- count from net asset value at which the Company’s shares have been trading. In its proxy statement, Laxey indicated that it intended to bear the costs of its proxy solicitation, which estimated costs were approximately $800,000. In its proxy statement, Laxey also indicated that it did not then intend to seek reimbursement of the costs of its proxy solicitation from the Company, but that it may decide to do so in the future. At the Company’s 2008 Annual General Meeting of Shareholders held on April 8, 2008, shareholders ultimately elected Andrew Pegge, Phillip Goldstein, and Julien Reid to serve as directors of the Company, but did not approve Laxey’s tender offer proposal. Laxey paid the costs of its proxy solicitation, but now Laxey is seeking reimburse- ment of its costs from the Company. Laxey has informed the Company that the actual costs of Laxey’s proxy solicitation were approximately $985,000. The Company’s Board is reviewing Laxey’s request for reimbursement, but has yet to act upon the request. Accordingly, the amount, if any, that the Company may reimburse Laxey is uncertain. 13 Financial highlights Per share operating performance Year ended November 30 2008 2007 2006 2005 2004 Net asset value, beginning of year $ 84.77 $ 74.19 $ 55.93 $ 49.95 $ 51.54 Net investment income Net realized gain from investments Net realized gain (loss) from foreign currency transactions Net increase (decrease) in unrealized appreciation on investments Net unrealized gain (loss) on translation of assets and liabilities in foreign currency Net increase (decrease) in net assets resulting from operations Dividends From net investment income From net realized gain on investments Capital share transaction: Effect of tender offer Net asset value, end of year .63 18.01 (1.10) (47.70) — (30.16) (.63) (1.37) (5.24) 47.37 1.11 10.89 (1.86) 2.74 — 12.88 (1.11) (1.19) .76 1.31 .04 17.05 — 19.16 (.76) (.14) .10 3.44 (2.19) 5.58 (.05) 6.88 (.20) (.70) .22 .73 (.68) (1.34) .03 (1.04) (.55) — $ 84.77 $ 74.19 $ 55.93 $ 49.95 Market value per share, end of year $ 42.25 $ 73.25 $ 64.21 $ 49.65 $ 44.82 Total investment return (1) Based on market price per share Ratios to average net assets Expenses Net investment income Supplemental data Net assets, end of year (000 omitted) Portfolio turnover rate (42.12%) 19.02% 31.54% 11.40% (3.67%) .86% .80% .53% 1.44% .63% 1.09% 1.15% .21% 1.03% .46% $341,095 21.33% $813,790 12.07% $712,267 4.66% $536,929 7.31% $479,533 1.63% Per share calculations are based on the 9,600,000 shares outstanding through November 30, 2007 and a weighted average of 8,800,000 shares outstanding for the year ended November 30, 2008. (1) Total investment return is calculated assuming a purchase of common shares at the current market price on the first day and a sale at the current market price on the last day of each year reported. Dividends are assumed, for purposes of this calculation, to be reinvested at prices obtained under the Company’s dividend reinvestment plan. Supplementary information Year ended November 30, 2008 Certain fees incurred by the Company Directors’ fees Officers’ remuneration The notes to the financial statements form an integral part of these statements. $ 422,166 1,327,819 14 Certain tax information for U.S. shareholders (unaudited) (1) The following is of a general nature only and is not, and should not be interpreted as, legal or tax advice to any particular U.S. shareholder of the Company. Due to the complexity and potentially adverse effect of the applica- ble tax rules summarized below, U.S. shareholders are strongly urged to consult their own tax advisors concern- ing the impact of these rules on their investment in the Company and on their individual situations. Under rules enacted by the Tax Reform Act of 1986, the Company became a “passive foreign investment company’’ (a “PFIC’’) on December 1, 1987. The manner in which these rules apply depends on whether a U.S. shareholder (1) elects to treat the Company as a qualified electing fund (“QEF’’) with respect to his Company shares, (2) for taxable years of a U.S. shareholder beginning after December 31, 1997, elects to “mark-to-market’’ his Company shares as of the close of each taxable year, or (3) makes neither election. In general, if a U.S. shareholder of the Company does not make either such election, any gain realized on the disposition of his Company shares will be treated as ordinary income. In addition, such a shareholder will be subject to an “interest charge” on part of his tax liability with respect to such gain, as well as with respect to an “excess distribution” made by the Company (as explained in the following paragraph). Furthermore, shares held by such a shareholder may be denied the benefit of any otherwise applicable increase in tax basis at death. Under proposed regulations, a “disposition” would include a U.S. taxpayer’s becoming a nonresident alien. As noted, the general tax consequences described in the preceding paragraph apply to an “excess distribution” on Company shares, which means the total distributions by the Company a shareholder receives during a taxable year that are more than 125% of the average amount it distributed for the three preceding taxable years.* If the Company makes an excess distribution in a year, a U.S. shareholder who has not made a QEF or mark-to-market election would be required to allocate the excess amount ratably over the entire holding period for his shares. That allocation would result in tax being payable at the highest applicable rate in the prior tax- able years to which the distribution is allocated and interest charges being imposed on the resulting “underpayment” of taxes made in those years. In contrast, a distribution that is not an excess distribution would be taxable to a U.S. share- holder as a normal dividend,** with no interest charge. If a U.S. shareholder elects to treat the Company as a QEF with respect to his shares therein for his first year he holds his shares during which the Company is a PFIC, the rules described in the preceding paragraphs generally would not apply; those rules also would not apply to a U.S. shareholder (1) Excluding qualified retirement plans, individual retirement accounts and other tax-exempt U.S. shareholders. * For example, the Company paid annual dividends of $2.30, $.90 and $.90 per share during 2007, 2006 and 2005, respectively, an average per year of $1.3667 per share. Accordingly, any dividends during 2008 in excess of $1.7084 per share (125% of $1.3667) would be treated as an excess distribution for that year. (All amounts in U.S. currency.) **Because the Company is a PFIC, dividends it pays will not qualify for the 15% maximum U.S. federal income tax rate on dividends that individuals receive and instead will be taxed at rates up to 35%. who makes the QEF election after such first year and also elects to treat his shares generally as if they were sold for their fair market value on the first day of the first taxable year of the Company for which the QEF election is effective, in which event the gain from such “deemed sale” would be treated as an excess distribution. Instead, the electing U.S. shareholder would include annually in his gross income his pro rata share of the Company’s ordinary earnings and net capital gain (his “QEF inclusion”), regardless of whether such income or gain was actually distributed. A U.S. share- holder who makes a valid QEF election will recognize capi- tal gain on any profit from the actual sale of his shares if those shares were held as capital assets. Alternatively, if a U.S. shareholder makes a mark-to-mar- ket election with respect to Company shares for taxable years beginning on or after January 1, 1998, such share- holder would be required annually to report any unrealized gain with respect to his shares as ordinary income, and any unrealized loss would be permitted as an ordinary loss, but only to the extent of previous inclusions of ordinary income. Any gain subsequently realized by an electing U.S. share- holder on a sale or other disposition of his Company shares also would be treated as ordinary income, but such share- holder would not be subject to an interest charge on his resulting tax liability. Special rules apply to a U.S. share- holder who held his PFIC stock prior to his first taxable year for which the mark-to-market election was effective. A U.S. shareholder with a valid QEF election in effect would not be taxed on any distributions paid by the Company to the extent of any QEF inclusions, but any distri- butions out of accumulated earnings and profits in excess thereof would be treated as taxable dividends. Such a share- holder would increase the tax basis in his Company shares by the amount of any QEF inclusions and reduce such tax basis by any distributions to him that are not taxable as described in the preceding sentence. Special rules apply to U.S. shareholders who make the QEF election and wish to defer the payment of tax on their annual QEF inclusions. Each shareholder who desires QEF treatment must individ- ually elect such treatment. The QEF election must be made for the taxable year of the shareholder in which or with which the Company’s taxable year ends. A QEF election is effective for the shareholder’s taxable year for which it is made and all of his subsequent taxable years and may not be revoked with- out the consent of the Internal Revenue Service. A share- holder of the Company who first held his Company shares after November 30, 2007 and who files his tax return on the basis of a calendar year may make a QEF election on his 2008 federal income tax return. A shareholder of the Company who first held his Company shares on or before that date may also make the QEF election on that return but should consult his tax advisor concerning the tax consequences and special rules that apply when a QEF election could have been made with respect to such shares for an earlier taxable year. A QEF election must be made by the due date, with exten- sions, of the federal income tax return for the taxable year for which the election is to apply. Under Treasury regula- tions, a QEF election is made on Internal Revenue Service Form 8621, which must be completed and attached to a 15 timely filed income tax return in which the shareholder reports his QEF inclusion for the taxable year to which the election applies. In order to allow U.S. shareholders to make QEF elections and to comply with the applicable annual reporting requirements, the Company annually provides them a “PFIC Annual Information Statement’’ containing certain information required by Treasury regulations. In early 2009, the Company will send to U.S. sharehold- ers the PFIC Annual Information Statement for its 2008 tax- able year. Such annual information statement may be used for purposes of completing Form 8621. A shareholder who either is subject to a prior QEF election or is making a QEF election for the first time must attach a completed Form 8621 to his federal income tax return each year. Other U.S. share- holders also must attach completed Forms 8621 to their fed- eral income tax returns each year, but shareholders not electing QEF treatment will not need to report QEF inclu- sions thereon. Special rules apply to U.S. persons who hold Company shares through intermediate entities or persons and to U.S. shareholders who directly or indirectly pledge their shares, including those in a margin account. Ordinarily, the tax basis that is obtained by a transferee of property on the property owner’s death is adjusted to the property’s fair market value on the date of death (or alternate valuation date). If a U.S. shareholder dies owning Company shares with respect to which he did not elect QEF treatment (or elected such treatment after the first taxable year in which he owned shares in which the Company was a PFIC and did not elect to recognize gain, as described above), the trans- feree of those shares will not be entitled to adjust the tax basis in such shares to their fair market value on the date of death (or alternate valuation date). In that case, in general, the trans- feree of such shares will take a basis in the shares equal to the shareholder’s basis therein immediately before his death. If a U.S. shareholder dies owning Company shares for which a valid QEF election was in effect for all taxable years in such shareholder’s holding period during which the Company was a PFIC (or the shareholder made a “deemed sale election”), then the basis increase generally will be available. Dividend reinvestment and stock purchase plan Computershare Trust Company, N.A. (“Computershare’’) has been engaged to offer a dividend reinvestment and stock purchase plan (the “Plan’’) to shareholders. Shareholders may elect to participate in the Plan by signing an authorization. The authorization appoints Computershare as agent to apply to the purchase of common shares of the Company in the open mar- ket (i) all cash dividends (after deduction of the service charge described below) that become payable to such participant on the Company’s shares (including shares registered in his or her name and shares accumulated under the Plan) and (ii) any optional cash investments ($50 minimum, subject to an annual maximum of $60,000) received from such participant. For the purpose of making purchases, Computershare will commingle each participant’s funds with those of all other participants in the Plan. The price per share of shares pur- chased for each participant’s account shall be the average price (including brokerage commissions and any other costs of purchase) of all shares purchased in the open market with the net funds available from a cash dividend and any voluntary cash payments being concurrently invested. Any stock divi- dends or split shares distributed on shares held in the Plan will be credited to the participant’s account. For each participant, a service charge of 5% of the com- bined amount of the participant’s dividend and any voluntary payment being concurrently invested, up to a maximum charge of $2.50 per participant plus $.03 per share, will be deducted (and paid to Computershare) prior to each purchase of shares. Shareholder sales of shares held by Computershare in the Plan are subject to a fee of $10.00 plus $.12 per share deducted from the proceeds of the sale. Additional nominal fees are charged by Computershare for specific shareholder requests such as requests for information regarding share cost basis detail in excess of two prior years and for replacement Forms 1099 older than three years. Participation in the Plan may be terminated by a participant at any time by written instructions to Computershare. Upon termination, a participant will receive a certificate for the full number of shares credited to his or her account, unless he or she requests the sale of all or part of such shares. Dividends reinvested by a shareholder under the Plan will generally be treated for U.S. federal income tax purposes in the same manner as dividends paid to such shareholder in cash. See “Certain tax information for U.S. shareholders’’ for more information regarding tax consequences of an invest- ment in shares of the Company, including the effect of the Company’s status as a PFIC. The amount of the service charge is deductible for U.S. federal income tax purposes, subject to limitations. To participate in the Plan, shareholders may not hold their shares in a “street name’’ brokerage account. Additional information regarding the Plan may be obtained from Computershare, P.O. Box 43081, Providence, RI 02940-3081. Information may also be obtained on the inter- net at www.computershare.com or by calling Computer- share’s Telephone Response Center at 1-781-575-2723 between 9:00 a.m. and 5:00 p.m., Eastern time, Monday through Friday. 16 Privacy notice The Company is committed to protecting the financial privacy of its shareholders. to process transactions, We do not share any nonpublic, personal information that we may collect about shareholders with anyone, including our affiliates, except to service and administer shareholders’ share to comply with accounts, shareholders’ requests or legal requirements or for other limited purposes permitted by law. For example, the Company may disclose a shareholder’s name, address, social security number and the number of shares owned to its administrator, transfer agent or other service providers in order to provide the shareholder with proxy statements, tax reporting forms, annual Direct registration system In December 2007, the Company initiated participation in the Direct Registration System (“DRS”), which enables shareholders to register their Company shares in book-entry form without the issuance of a physical certificate and to transfer those shares electronically. Shareholders may continue to hold stock certificates representing their shares or may convert them to book-entry shares. A brochure which describes the features and benefits of the DRS can be obtained by calling Computershare Trust Company at 1-781-575-2879. reports or other information about the Company. This policy applies to all of the Company’s shareholders and former shareholders. We keep nonpublic personal information in a secure envi- ronment. We restrict access to nonpublic personal information to Company officers, agents and service providers who have a need to know the information based on their role in servicing or administering shareholders’ accounts. The Company also maintains physical, electronic and procedural safeguards that comply with federal regulations and established security stan- dards to protect the confidentiality of nonpublic personal information. 17 Proxy voting Annual CEO certification The policies and procedures used by the Company to deter- mine how to vote proxies relating to portfolio securities and information regarding how the Company voted proxies relat- ing to portfolio securities during the twelve month period end- ed June 30, 2008 are available on the Company’s website at www.asaltd.com and on the Securities and Exchange Commission’s website at www.sec.gov. A written copy of the Company’s policies and procedures is available without charge, upon request, by calling collect (973) 377-3535. The Company has submitted to the New York Stock Ex- change the required annual certification of the Company’s Chief Executive Officer. The Company also will include the certification of the Company’s Chief Executive Officer and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002 as an exhibit to the Company’s Form N-CSR for the year ended November 30, 2008 to be filed with the Securities and Exchange Commission. Form N-Q The Company files its schedule of portfolio holdings with the Securities and Exchange Commission (the “Commission”) for the first and third quarters of each fiscal year on Form N-Q. The Company’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Company’s Forms N-Q also may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C.; information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The schedule of portfolio holdings reported on Form N-Q also is included in the Company’s financial statements for the first and third quarters of each fiscal year which are available on the Company’s website at www.asaltd.com. Common share repurchases The Company may from time to time purchase its common shares on the open market in such amounts and at such prices as the Company may deem advisable. 18 Board of Directors and Officers of ASA Limited Directors are elected at each annual general meeting of shareholders to serve until the next annual general meeting. Officers are elected to serve one-year terms. For the purposes of his position as a director and officer of the Company, the address of each director and officer is c/o LGN Group, LLC, P.O. Box 269, Florham Park, NJ 07932. Interested Directors* Robert J.A. Irwin (81) Position held with the Company: Chairman and Treasurer since 2003; President since 2004; Director since 2003 (ASA Limited South Africa from 1987 to 2005) Other Principal Occupations During Past 5 Years: Chairman of ASA Limited South Africa from 1993 to 2005; Treasurer of ASA Limited South Africa from 1999 to 2005 Other Directorships held by Director: Former President, Chief Executive Officer and Director of Niagara Share Corporation (closed-end investment company) Independent Directors Harry M. Conger (78) Position held with the Company: Director since 2004 (ASA Limited South Africa from 1984 to 2004) Principal Occupations During Past 5 Years: Chairman and CEO Emeritus of Homestake Mining Company Other Directorships held by Director: Director of Apex Silver Mines Limited Phillip Goldstein (63) Position held with the Company: Director since 2008 Principal Occupations During Past 5 Years: Self-employed investment advisor since 1992; principal of the general partner of six private investment partner- ships in the Bulldog Investors group of funds. Other Directorships held by Director: Director of Brantley Capital Corporation and Mexico Equity and Income Fund. James G. Inglis (64) Position held with the Company: Director since 2004 (ASA Limited South Africa from 1998 to 2004) Principal Occupations During Past 5 Years: Chairman of Melville Douglas Investment Management (Pty) Ltd. since 2002; Executive Director prior thereto. Other Directorships held by Director: Director of Coupon Holdings (Pty) Ltd. (investment company) Andrew Pegge (45) Position held with the Company: Director since 2008 Principal Occupations During Past 5 Years: Director and Chief Executive Officer of Laxey Partners Limited (global active value fund manager) since 1999. Other Officers Paul K. Wustrack, Jr. (65) Position held with the Company: Secretary and Chief Compliance Officer since 2004 Other Principal Occupations During Past 5 Years: Assistant U.S. Secretary of ASA Limited South Africa from 2002 to 2005, Chief Compliance Officer from 2004 to 2005; prior thereto, Special Counsel, Phillips, Lytle, Hitchcock, Blaine & Huber LLP * By reason of being officers of the Company David J. Christensen (46) Position held with the Company: Vice President-Investments since May 2007; Director since 2008 Other Principal Occupations During Past 5 Years: Vice President, Corporate Development, Gabriel Resources Ltd. from 2006 to 2008; independent financial consultant from 2003 to 2006 and Director of Fundamental Equity Research for Credit Suisse First Boston from 2002 to 2003 Other Directorships held by Director: Director of Hecla Mining Company Robert A. Pilkington (63) Position held with the Company: Director since 2004 (ASA Limited South Africa from 1979 to 2005) Principal Occupations During Past 5 Years: Investment banker and Managing Director of UBS Securities LLC and predecessor companies Other Directorships held by Director: Director of Avocet Mining PLC (gold mining company) Julian Reid (64) Position held with the Company: Deputy Chairman (non-executive) since 2008; Director since 2008 Principal Occupations During Past 5 Years: Director of JF China Region Fund, Inc. (since 1997); Director and Chairman of 3a Funds Group (since 1998); Director (since 2004) and Chairman (since 2005) of The Korea Fund, Inc.; Director and Chairman of Prosperity Voskhod Fund Ltd. (since 2006); Director and Chairman of Morgan’s Walk Properties Ltd. (2002-2006) residential prop- erty owner/manager); President (2004), Director (1994-2004) and Chairman (1998-2004) of Saffron Fund, Inc. A. Michael Rosholt (88) Position held with the Company: Director since 2004 (ASA Limited South Africa from 1982 to 2005) Principal Occupations During Past 5 Years: Former Chairman of the National Business Initiative (South Africa) (non-profit organization); retired Chairman of Barlow Rand Limited (financial, industrial and mining corporation) 19 [This Page Intentionally Left Blank] 

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