FORM N-8F
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Application pursuant to Section 8(f) of the
Investment Company Act of 1940 ("Act")
and Rule 8f-1 thereunder for Order Declaring
that a Registered Investment Company has Ceased
to be an Investment Company under the Act
I. GENERAL IDENTIFYING INFORMATION
1. Reason fund is applying to deregister (check only one; for descriptions,
see Instruction 1 above):
[x] Merger
[ ] Liquidation
[ ] Abandonment of Registration
(Note: Abandonments of Registration answer only questions 1 through 15,
24 and 25 of this form and complete verification at the end of the
form.)
[ ] Election of status as a Business Development Company (Note: Business
Development Companies answer only questions 1 through 10 of this form
and complete verification at the end of the form.)
2. Name of fund: ASA Limited
3. Securities and Exchange Commission File No.: 811-00833
4. Is this an initial Form N-8F or an amendment to a previously filed Form
N-8F?
[x] Initial Application [ ] Amendment
5. Address of Principal Executive Office (include No. and Street, City, State,
Zip Code):
Paddock View
36 Wierda Road West
Sandton 2196, South Africa
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
R. Darrell Mounts, Esq. Jean E. Minarick, Esq.
Kirkpatrick & Lockhart Kirkpatrick & Lockhart
Nicholson Graham LLP Nicholson Graham LLP
1800 Massachusetts Avenue, 1800 Massachusetts Avenue,
2nd Floor 2nd Floor
Washington, D.C. 20036 Washington, D.C. 20036
(202) 778-9298 (202) 778-9029
7. Name, address and telephone number of individual or entity responsible for
maintenance and preservation of fund's records in accordance with rules
31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
JP Morgan Chase Bank Kaufman, Rossin & Co.
3 Chase Metrotech Center 2699 South Bayshore Drive
Brooklyn, New York 11245 Miami, Florida 33133
(718) 242-1905
LGN Associates ASA (Bermuda) Limited
P.O. Box 269 11 Summer Street
Florham Park, New Jersey 07932 Buffalo, NY 14209
(973) 377-3535 (716) 883-2428
NOTE: ONCE DEREGISTERED, A FUND IS STILL REQUIRED TO MAINTAIN AND
PRESERVE THE RECORDS DESCRIBED IN RULES 31A-1 AND 31A-2 FOR THE PERIODS
SPECIFIED IN THOSE RULES.
8. Classification of fund (check only one):
[x] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only one):
[ ] Open-end [x] Closed-end
10. State law under which the fund was organized or formed (e.g., Delaware or
Massachusetts):
The Fund is organized as a South African public limited liability
company.
11. Provide the name and address of each investment adviser of the fund
(including sub-advisers) during the last five years, even if the fund's
contracts with those advisers have been terminated: Not applicable.
12. Provide the name and address of each principal underwriter of the fund
during the last five years, even if the fund's contracts with those
principal underwriters have been terminated: Not applicable.
13. If the fund is a unit investment trust ("UIT") provide:
(a) Depositor's name(s) and address(es):
(b) Trustee's name(s) and address(es):
Not applicable.
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund (e.g. an insurance company separate account)?
[ ] Yes [x] No
If Yes, for each UIT state: Name, File Numbers, and Business Address.
Not applicable.
15. (a) Did the fund obtain approval from the board of directors concerning
the decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[x] Yes [ ] No
If Yes, state the date on which the board vote took place: September
29, 2004.
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning the
decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[x] Yes [ ] No
If Yes, state the date on which the shareholder vote took place:
November 11, 2004.
If No, explain:
II. DISTRIBUTIONS TO SHAREHOLDERS
16. Has the fund distributed any assets to its shareholders in connection with
the Merger or Liquidation?
[x] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those distributions:
November 19, 2004
(b) Were the distributions made on the basis of net assets?
[x] Yes [ ] No
(c) Were the distributions made PRO RATA based on share ownership?
[x] Yes [ ] No
(d) If No to (b) or (c) above, describe the method of distributions to
shareholders. For Mergers, provide the exchange ratio(s) used and explain
how it was calculated:
(e) Liquidations only:
Were any distributions to shareholders made in kind?
[ ] Yes [ ] No
If Yes, indicate the percentage of fund shares owned by affiliates, or any
other affiliation of shareholders:
17. Closed-end funds only:
Has the fund issued senior securities?
[ ] Yes [x] No
If Yes, describe the method of calculating payments to senior security
holders and distributions to other shareholders:
18. Has the fund distributed ALL of its assets to the fund's shareholders?
[x] Yes [ ] No
If No,
(a) How many shareholders does the fund have as of the date this form is
filed?
(b) Describe the relationship of each remaining shareholder to the fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[ ] Yes [x] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. ASSETS AND LIABILITIES
20. Does the fund have any assets as of the date this form is filed? (See
question 18 above)
[ ] Yes [x] No
If Yes,
(a) Describe the type and amount of each asset retained by the fund as of
the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any other
liabilities?
[ ] Yes [x] No
If Yes,
(a) Describe the type and amount of each debt or other liability:
(b) How does the fund intend to pay these outstanding debts or other
liabilities?
IV. INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION
22. (a) List the expenses incurred in connection with the Merger or
Liquidation: These expenses include the costs incurred in connection
with obtaining the exemptive order from the Commission, referred to in
response to question 23.
(i) Shareholder Reports
and Proxy Expenses: $60,000
-------------
(ii) Directors Fees
and Expenses: $43,500
-------------
(iii) Salaries and Benefits: $43,500
-------------
(iv) Professional Fees and Expenses $1,396,742
-------------
(v) Foreign Transfer Tax Expense: $832,015
-------------
(vi) Other $71,989
-------------
(vii) Total expenses (sum of lines (i)-(iii) above): $2,447,747
-------------
(b) How were those expenses allocated? Expenses incurred until November
19, 2004 in connection with the reorganization were allocated to the
Fund. Expenses incurred after November 19, 2004 in connection with the
reorganization were allocated to ASA (Bermuda) Limited, the successor
to the Fund.
(c) Who paid those expenses? The Fund paid the reorganization expenses
until November 19, 2004, the closing date of the reorganization
("Closing Date"); after the Closing Date, ASA (Bermuda) Limited has
borne and will bear the reorganization expenses that remained unpaid
and all expenses incurred in the winding-up and dissolution of the
Fund.
(d) How did the fund pay for unamortized expenses (if any)? Not
applicable.
23. Has the fund previously filed an application for an order of the Commission
regarding the Merger or Liquidation?
[x] Yes [ ] No
If Yes, cite the release numbers of the Commission's notice and order or,
if no notice or order has been issued, the file number and date the
application was filed:
ASA LIMITED, ET AL., Investment Company Act Releases Nos. 26582 (Aug. 27,
2004) (notice) and 26602 (Sept. 20, 2004) (order).
V. CONCLUSION OF FUND BUSINESS
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [x] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any business activities
other than those necessary for winding up its affairs?
[ ] Yes [x] No
If Yes, describe the nature and extent of those activities:
VI. MERGERS ONLY
26. (a) State the name of the fund surviving the Merger: ASA (Bermuda) Limited
(b) State the Investment Company Act file number of the fund surviving the
Merger: 811-21650
(c) If the merger or reorganization agreement has been filed with the
Commission, state the file number(s), form type used and date the
agreement was filed:
File No. 333-119583
Form Type: N-14 8C
October 7, 2004
(d) If the merger or reorganization agreement has not been filed with the
Commission, provide a copy of the agreement as an exhibit to this
form.
VERIFICATION
The undersigned states that (i) he has executed this Form N-8F application
for an order under section 8(f) of the Investment Company Act of 1940 on behalf
of ASA Limited, (ii) he is the Chairman of the Board and Treasurer of ASA
Limited, and (iii) all actions by shareholders, directors, and any other body
necessary to authorize the undersigned to execute and file this Form N-8F
application have been taken. The undersigned also states that the facts set
forth in this Form N-8F application are true to the best of his knowledge,
information and belief.
March 10, 2005 /s/ Robert J.A. Irwin
--------------------- ----------------------------------------------
Date Robert J.A. Irwin
Chairman of the Board and Treasurer
ASA Limited