[ASA Limited Letterhead]
November __, 2004
EquiServe Inc.
EquiServe Trust Company, N.A.
Attn: Xxxx Xxxxx
000 Xxxxxxxxxx Xxxx.
Suite 4694
Jersey City, NJ 07310-1606
Re: Transfer Agency Agreement for ASA Limited
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Dear Xxxx:
We are writing to inform you about the proposed reorganization of ASA
Limited ("ASA") into ASA (Bermuda) Limited, a Bermudian exempted limited
liability company ("ASAB"). In connection with this transaction, which is
scheduled to close on November 19, 2004, ASA will transfer all of its assets to
ASAB in exchange solely for ordinary shares of ASAB and ASAB's assumption of
ASA's liabilities.
Consistent with the "Amendments" provision in Section 20.3 of the Transfer
Agency and Service Agreement of made as of January 1, 2003, (the "Agreement"),
by and between ASA and EquiServe Inc. and EquiServe Trust Company, N.A., ASA
hereby requests that, as of the close of business on November 19, 2004, you act
under the terms of the Agreement, including the fee schedule relating thereto,
as Transfer Agent for ASAB, which shall be deemed to have succeeded to ASA's
obligations, rights, and duties under the Agreement.
ASA hereby further requests that you agree that the obligations of ASAB
under the Agreement shall not be binding upon any of ASAB's directors,
shareholders, nominees, officers, agents, or employees of ASAB personally, but
shall be binding only upon the assets and property of ASAB
Please provide notices to ASAB under Section 20.1 of the Agreement to:
ASA (Bermuda) Limited
4th Floor
00 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
EquiServe Inc.
EquiServe Trust Company, N.A.
November 16, 2004
Page 2
Please indicate your acceptance of the foregoing by executing two copies
of this Letter Agreement, returning one copy to ASA and retaining one for your
records.
Sincerely,
ASA Limited
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Xxxxxx X.X. Xxxxx
Chairman and Treasurer
Accepted by EquiServe Inc. and EquiServe Trust Company, N.A.
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By:
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Title:
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