SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
ASA LIMITED
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
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4) Proposed maximum aggregate value of transaction:
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[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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ASA LIMITED
PADDOCK VIEW
36 WIERDA ROAD WEST
SANDTON 2196, SOUTH AFRICA
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of ASA
LIMITED will be held on Friday, February 5, 1999, at 10:00 A.M., New York City
time, at Bayard's (India House), One Hanover Square, New York, N.Y., U.S.A., for
the purpose of considering and acting upon the following business:
1. The election of a Board of Directors.
2. A proposal to appoint Arthur Andersen as independent public
accountants to hold office until the next Annual Meeting of Shareholders
and to audit the accounts of the Company for the fiscal year ending
November 30, 1999.
3. Such other business as may properly come before the meeting or
any adjournment thereof.
ROBERT J.A. IRWIN
Chairman of the Board
December 28, 1998
Each shareholder entitled to vote at the meeting is entitled to appoint
one or more proxies, who need not be shareholders, to attend the meeting and to
vote and speak on his or her behalf. WHETHER OR NOT YOU EXPECT TO ATTEND THE
MEETING, PLEASE DATE AND SIGN THE ACCOMPANYING PROXY AND MAIL IT PROMPTLY IN THE
ENCLOSED ADDRESSED ENVELOPE. Any shareholder who submits a completed proxy form
is entitled to attend the meeting and to vote in person, should that shareholder
decide to do so.
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NOTICE OF LOCATION CHANGE FOR ANNUAL SHAREHOLDERS' MEETING
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THE ANNUAL MEETING OF SHAREHOLDERS WILL BE HELD ON FRIDAY, FEBRUARY 5,
1999 AT 10:00 A.M. AT BAYARD'S (INDIA HOUSE), ONE HANOVER SQUARE, NEW YORK CITY.
THE MEETING WILL NOT BE HELD AT THE PARK LANE HOTEL.
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PROXY STATEMENT
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SOLICITATION AND REVOCATION OF PROXIES
The enclosed proxy is solicited by the Board of Directors of ASA Limited
for use at the Annual Meeting of the Company's shareholders to be held on
February 5, 1999. The proxy may be revoked by the shareholder giving it at any
time prior to its use at the meeting by an instrument in writing delivered to
the United States Secretary, c/o LGN Associates, P.O. Box 269, 140 Columbia
Turnpike, Florham Park, N.J. 07932 or delivered to him at the meeting.
The expense of preparing, assembling, printing and mailing the form of
proxy and the material used for the solicitation of proxies will be paid by the
Company. In addition to the solicitation of proxies by use of the mails, the
Company will retain D.F. King & Co., Inc., New York, N.Y. to aid in the
solicitation of proxies. Such solicitation will be by mail and telephone. For
these services the Company will pay D.F. King & Co., Inc. a fee, plus
reimbursement of its out-of-pocket expenses and disbursements, estimated in the
aggregate at approximately $35,000. The Company will also reimburse brokers,
nominees and fiduciaries who are record owners of shares of the Company for the
out-of-pocket and clerical expenses of transmitting copies of the proxy material
to the beneficial owners of such shares. The approximate mailing date of the
proxy statement and form of the proxy will be December 28, 1998.
VOTING AT THE MEETING
Only shareholders of record at the close of business on January 29, 1999
will be entitled to vote except that a person who at least 48 hours before the
meeting satisfies the directors that he has the right to transfer shares into
his name in consequence of the death or bankruptcy of any shareholder of record
shall be entitled to vote such shares. Proof of any such right should be
presented to the United States Secretary, c/o LGN Associates, P.O. Box 269, 140
Columbia Turnpike, Florham Park, N.J. 07932. There are 9,600,000 shares of the
Company outstanding, each of which is entitled to one vote. Each valid proxy
received in time will be voted at the meeting in favor of each proposal except
as contrary instructions are indicated, in which event such instructions will be
followed.
The Company does not know of any beneficial owner of more than five
percent of the Company's outstanding shares.
The Annual Report of the Company for the fiscal year ended November 30,
1998, including financial statements, accompanies this proxy statement and will
also be mailed to each person who becomes a shareholder of the Company on or
before January 29, 1999.
QUORUM
The Company's organizational documents provide that the presence at a
shareholder meeting in person or by proxy of at least 50% of the shares of the
Company constitutes a quorum for the Company. Thus, the Meeting could not take
place on its scheduled date if less than 50% of the shares were represented. If,
by the time scheduled for the Meeting, a quorum of shareholders is not present
or if a quorum is present but sufficient votes in favor of any of the items are
not received, the persons named as proxies may propose one or more adjournments
of the Meeting to permit further soliciting of proxies from the Company's
shareholders. Any such adjournment will require the affirmative vote of a
majority of the shares of the Meeting being adjourned that are present (in
person or by proxy) at the session of the meeting to be adjourned. The persons
named as proxies will vote in favor of any such adjournment if they determine
that such adjournment and additional solicitation are reasonable and in the
interest of the shareholders.
In tallying shareholder votes, abstentions and "broker non-votes" (i.e.,
shares held by brokers or nominees as to which (i) instructions have not been
received from the beneficial owners or persons entitled to vote and (ii) the
broker or nominee does not have discretionary voting power on a particular
matter) will be counted for purposes of determining whether a quorum is present
for purposes of convening the Meeting, but will not be counted as "votes cast,"
and, thus, will have no effect on the result of the vote.
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CURRENCY EXCHANGE RATES
The Company is a South African company and its only office is located in
South Africa. Its accounts are maintained and most of its transactions are
effected in rand, the currency of the Republic of South Africa. Rand amounts
are, therefore, used in this proxy statement except for payments made in United
States dollars and except that dollar figures in parentheses are dollar
translations of rand amounts at the exchange rates in effect at the time of the
transactions. The official exchange rate floats under supervision of the South
African Reserve Bank. On November 30, 1998 the official exchange rate was R5.69
to the dollar ($0.18 to the rand). For a fuller discussion of the effect of
fluctuations in the currency exchange rate, see the Company's Annual Report for
1998 enclosed with this proxy statement.
ELECTION OF DIRECTORS
It is intended that the persons named in the enclosed proxy, unless
contrary instructions are given, will vote such proxy for the election of the
nominees listed below to serve as directors of the Company until the next Annual
Meeting of Shareholders. Each nominee, except for Messrs. Joseph C. Farrell and
James G. Inglis, was elected to serve as a director of the Company at the Annual
Meeting of Shareholders held on February 6, 1998. Each nominee has consented to
serve if elected. In the event that any of the nominees is unable or declines to
serve as a director, an event which the management of the Company does not
anticipate, proxies may be voted at the meeting for the election of another
person in his stead. Each director's age is indicated in parentheses after his
name. Except as otherwise indicated, each nominee's principal occupation has
been his principal occupation for at least the last five years and share
ownership is his beneficial ownership of the Company's shares as of November 30,
1998.
Robert J. A. Irwin* (71) ........ Mr. Irwin has served as Chairman of the
Board since 1993 and as a director since
February 1987 and as Deputy Chairman of
the Company from February 1989 to February
1993. He is a member of the Advisory
Boards of M&T Bank Corporation and
Manufacturers and Traders Trust Co. He
owns 1,700 shares, including 142 owned by
his wife.
Henry R. Breck* (61) ............ Mr. Breck has served as a director since
February 1996 and United States Secretary
since August 1997. He served previously as
a director from February 1987 to August
1989. He is Chairman and a director of Ark
Asset Management Co., Inc., a registered
investment adviser. He owns 1,000 shares.
Harry M. Conger (68) ............ Mr. Conger has served as a director of the
Company since January 1984. He was
Chairman and a director of Homestake
Mining Company until his retirement in
July 1998. He is also a director of Apex
Silver Mines, CalMat Company and Pacific
Gas & Electric Company. He owns 1,100
shares.
Chester A. Crocker (57) ......... Mr. Crocker has served as a director since
February 1996. He is a Research Professor
of Diplomacy, School of Foreign Service,
Georgetown University. He is also Chairman
of United States Institute of Peace and
President, Crocker Group (consultants); a
director of Minorco, S.A. and the
Corporate Council on Africa. He owns 400
shares.
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* An "interested person" of the Company as such term is defined in the
United States Investment Company Act of 1940, by reason of being an
officer of the Company.
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Joseph C. Farrell (63) .......... Mr. Farrell is being nominated as a director
at the February 5, 1999 Annual
Shareholders' meeting. He was Chairman,
President and CEO of The Pittston Company
from September 1991 until his retirement
in February 1998. He is a director of
Universal Corporation and
Aeroquip-Vickers, Inc. and various
non-profit organizations.
James G. Inglis (54) ............ Mr. Inglis has served as a director of the
Company since May 1998. He has been an
Executive Director of Melville Douglas
Investment Management (Pty) Ltd. since
1997, and prior thereto he was the
Managing Director of Liberty Asset
Management Limited, and a director of
Liberty Holdings Limited. He is a director
of Melville Douglas Investment Trust
Limited and Millennium Entertainment Group
Africa Ltd. He also serves on the
Investment Committees of a number of
charitable funds and is a Trustee of the
Independent Schools Pension Fund of South
Africa. As a resident of South Africa he
is prevented by the Company's Articles of
Association from owning shares of the
Company.
Ronald L. McCarthy* (65) ........ Mr. McCarthy has served as a director of the
Company since November 1988 and as
Managing Director of the Company since
that date. As a resident of South Africa
he is prevented by the Company's Articles
of Association from owning shares of the
Company.
Malcolm W. MacNaught (61) ....... Mr. MacNaught has served as a director of
the Company since February 1998. He is a
director of Lion Selection Trust Ltd., a
Pooled Development Fund for the benefit of
Australian mining companies and Meridian
Gold Ltd. He was a Vice President and
Portfolio Manager at Fidelity Investments
and retired in October 1996. He owns 1,000
shares.
Robert A. Pilkington (53) ....... Mr. Pilkington has served as a director of
the Company since 1979. He is an
investment banker and since 1985 a
Managing Director of Warburg Dillon Read
LLC and its predecessor companies. He is a
director of Avocet Mining PLC. He owns
1,000 shares.
Gavin W.H. Relly (72) ........... Mr. Relly has served as a director of the
Company since February 1991. He retired as
Chairman of the Board of Anglo American
Corporation of S.A. in March 1990. As a
resident of South Africa he is prevented
by the Company's Articles of Association
from owning shares of the Company.
A. Michael Rosholt (78) ......... Mr. Rosholt has served as a director of the
Company since 1982. He was Chairman of
Barlow Rand Limited (financial, industrial
and mining corporation) through 1990. He
is a director of various South African
companies. As a resident of South Africa
he is prevented by the Company's Articles
of Association from owning shares of the
Company.
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* An "interested person" of the Company as such term is defined in the
United States Investment Company Act of 1940, by reason of being an
officer of the Company.
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Messrs. Reginald H. Jones and Wesley A. Stanger, Jr., who are currently
directors of the Company, are retiring and will not stand for re-election.
The total security ownership of the officers and directors (including
nominees) of the Company is 10,200 shares, which constitutes less than 1% of the
Company's outstanding shares.
The Board has an Audit Committee and a Compensation Committee, but does
not have a Nominating Committee. The current members of the Audit Committee are
Messrs. Conger (Chairman), Breck and Jones. The functions of the Audit Committee
are to meet with the Company's independent auditors to determine whether
satisfactory accounting procedures are being followed by the Company and whether
its internal controls are adequate; to review fees charged by the auditors; and
generally to determine whether the scope of the auditor's services is adequate
and to discuss matters relevant to such services. The current members of the
Compensation Committee are Messrs. Jones (Chairman), Conger, Pilkington, Rosholt
and Stanger. The function of the Compensation Committee is to make
recommendations regarding the salaries of officers of the Company.
During the fiscal year ended November 30, 1998 there were four meetings of
the Board of Directors, one meeting of the Audit Committee and two meetings of
the Compensation Committee. All the directors attended more than 75% of the
meetings.
EXECUTIVE OFFICERS
The current executive officers of the Company are Mr. Irwin, who has been
Chairman of the Board since February 1993, Mr. Stanger, who has been Treasurer
since 1985, Mr. McCarthy, who has been Managing Director since November 1988 and
Mr. Breck who has been United States Secretary since August 1997. Mr. Stanger,
who is retiring from the Board after 40 years of dedicated service, is expected
to continue to provide his counsel to the Company as a Director Emeritus.
Executive officers are elected at the first Board of Directors' meeting after
each annual meeting of shareholders to serve for the ensuing year.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Company does not know of any person who was a director, officer or
beneficial owner of more than 10 percent of the Company's shares who failed to
file on a timely basis, during the fiscal year ended November 30, 1998, reports
required by Section 16(a) of the Securities Exchange Act of 1934.
SOUTH AFRICAN SECRETARY
The South African Secretary of the Company is Ranquin Associates, Paddock
View, 36 Wierda Road West, Sandton 2196, South Africa, which has served in such
capacity since February 1990. The principal of Ranquin Associates is Mr.
McCarthy's son, an independent Certified Financial Accountant engaged in public
practice. Ranquin Associates received a fee of R522,500 ($96,434) in the fiscal
year ended November 30, 1998.
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COMPENSATION
Each non-South African director receives an annual fee of $15,000 for his
services as a director and a fee of $500 for each Board meeting that he attends.
Each South African director receives the rand equivalent of $15,000
(approximately R85,350 based upon the official exchange rate of R5.69 to the
dollar as of November 30, 1998) as an annual fee for his services as a director
and the rand equivalent of $1,000 (R5,690 based on the same exchange rate) for
each Board meeting that he attends. The Company pays to any retired director who
served as a director for at least twelve years an annual retainer equal to 75%
of the annual directors' fee from time to time in effect. Directors retiring
after attaining the age of 70 are entitled to such retainer for life; directors
retiring prior to attaining such age for the lesser of life or the number of
years they served as a director.
A summary of the compensation and benefits for the directors and officers
is shown below. Compensation and benefits payable in rand are shown with United
States dollar equivalents. Reference is made to the information under "Currency
Exchange Rates" on page 2 of this proxy statement for information concerning
currency exchange rates between the South African rand and the United States
dollar.
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT
BENEFITS ESTIMATED TOTAL
AGGREGATE ACCRUED AS ANNUAL COMPENSATION
COMPENSATION PART OF BENEFITS FROM COMPANY
NAME OF PERSON, FROM COMPANY UPON PAID TO
POSITION COMPANY EXPENSES(1) RETIREMENT(2) DIRECTORS(3)
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<S> <C> <C> <C> <C>
Robert J.A. Irwin, $137,000 $25,000 $21,858 $17,000
Chairman, Chief Executive
Officer and Director
Wesley A. Stanger, Jr., $42,000 -- $43,754 $17,000
Treasurer and
Director
Ronald L. McCarthy, R454,317 -- R64,013 R104,317
Managing Director ($83,987) -- ($11,250) ($19,000)
and Director
Henry R. Breck, $17,000 -- $11,250 $17,000
U.S. Secretary and
Director
Harry M. Conger, $17,000 -- $11,250 $17,000
Director
Chester A. Crocker, $17,000 -- $11,250 $17,000
Director
James G. Inglis, R86,308 R64,013 R86,308
Director ($14,250) ($11,250) ($14,250)
Reginald H. Jones, $17,000 -- $11,250 $17,000
Director
Malcolm W. MacNaught, $17,000 -- $11,250 $17,000
Director
Robert A. Pilkington, $17,000 -- $11,250 $17,000
Director
Gavin W.H. Relly, R104,317 -- R64,013 R104,317
Director ($19,000) -- ($11,250) ($19,000)
A. Michael Rosholt, R104,317 -- R64,013 R104,317
Director ($19,000) -- ($11,250) ($19,000)
</TABLE>
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(1) The amount shown is the amount payable under an annuity policy for the
benefit of Mr. Irwin purchased by the Company in fiscal 1993 at an annual
cost to the Company of $25,000 per year. The Company previously purchased
and completed payment for an annuity policy for Mr. Stanger.
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(2) All directors qualify to receive retirement benefits if they have served
the Company for at least twelve years prior to retirement. The amount
shown for each director is the total benefits which are or would be
payable to such person assuming such director had served twelve years as
of November 30, 1998. The amounts shown for Messrs. Irwin and Stanger
include the retirement benefits payable to them as directors and the
amounts paid or payable to them under the annuity contracts purchased for
their benefit by the Company (see (1) above).
(3) Includes only the amounts payable for service as a director.
APPOINTMENT OF AUDITORS
There will be presented to the meeting a proposal to appoint Arthur
Andersen as independent public accountants to hold office until the next Annual
Meeting of Shareholders and to audit the accounts of the Company for the fiscal
year ending November 30, 1999. Arthur Andersen has offices in Johannesburg,
South Africa and in New York, N.Y. in the United States. Arthur Andersen has no
direct or indirect interest in the Company, except in its capacity as an auditor
of the Company's accounts.
A favorable vote of the holders of a majority of the outstanding shares
present at the meeting in person or by proxy will be required for the adoption
of the above proposal.
A representative of Arthur Andersen LLP is expected to be present at the
meeting with the opportunity to make a statement if he or she desires to do so,
and is expected to be available to respond to appropriate questions.
SHAREHOLDER PROPOSALS
In order for a shareholder proposal to be included in the Proxy Statement
and Proxy for the 2000 Annual Meeting, the proposal must be received by the
Company no later than August 30, 1999.
OTHER MATTERS
The management of the Company knows of no other business which will be
presented for consideration at the meeting, but should any other matters
requiring a vote of shareholders arise, the persons named in the enclosed proxy
will vote thereon in accordance with their best judgment.
ASA LIMITED
ROBERT J.A. IRWIN
CHAIRMAN OF THE BOARD
December 28, 1998
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<PAGE>
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ASA LIMITED
P THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
R
O The signer on the reverse side of this proxy, a shareholder of ASA
X Limited, hereby appoints Henry R. Breck and Lawrence G. Nardolillo, and
Y each of them, proxies with power of substitution, to vote at the Annual
Meeting of Shareholders of the Company to be held on February 5, 1999, and
at all adjournments thereof, all shares of the Company standing in his
name.
The shareholder may here write the name of a proxy of his own choice to
vote his shares ________________________________________________________
________________________________________________________________________
The shareholder may here write the name of an alternate proxy __________
________________________________________________________________________
A majority of said proxies, or their substitutes, who shall be present and
acting at said meeting (or in case but one shall be present and acting,
then that one) shall have and may exercise all the powers of said proxies
hereunder.
Each shareholder entitled to vote at the meeting is entitled to appoint
one or more proxies, who need not be shareholders, to attend the meeting
and to vote and speak on his behalf.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING YOU ARE REQUESTED TO DATE AND
SIGN THIS PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE.
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SEE REVERSE
SIDE
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PLEASE MARK YOUR | |
|X| VOTES AS IN THIS | 0224
EXAMPLE. |______
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED. IN CASE
NO INSTRUCTIONS ARE GIVEN AS TO ANY ITEMS SET FORTH IN THIS PROXY, THIS PROXY
SHALL BE DEEMED TO GRANT AUTHORITY TO VOTE IN FAVOR OF SUCH ITEMS, AND IN THE
DISCRETION OF THE PROXIES NAMED HEREIN, UPON OTHER MATTERS THAT MAY PROPERLY
COME BEFORE THE MEETING.
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THE BOARD OF DIRECTORS RECOMMENDS VOTING FOR PROPOSALS 1 AND 2
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Nominees for Director INSTRUCTIONS
R.J.A. Irwin, H.R. Breck, TO VOTE AGAINST ANY INDIVIDUAL CROSS
H.M. Conger, C.A. Crocker, HIS NAME WITH AN X; TO ABSTAIN STRIKE
J.C. Farrell, J.G. Inglis, A LINE THROUGH HIS NAME
R.L. McCarthy, M.W. MacNaught,
R.A. Pilkington, G.W.H. Relly,
A.M. Rosholt,
FOR AGAINST ABSTAIN
1. Election of Directors |_| |_| |_|
2. Appointment of Independent Accountants |_| |_| |_|
SIGNATURE(S)___________________________________ DATE__________________
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as Executor, Administrator, Trustee or Guardian, please give full
title as such.
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