[FORM OF]
November 19, 2004
ASA (Bermuda) Limited
00 Xxxxxx Xxxxxx
0xx Xxxxx
Xxxxxxx, XX 00000
[Form of]
Re: Agreement of Custodian Required
by Securities and Exchange Commission
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Dear Sirs:
As a condition of JPMorgan Chase Bank (the "Bank") acting as Custodian of
ASA (Bermuda) Limited (the "Company"), the Bank has been requested to enter into
agreement with the Company to be filed by it with the Securities and Exchange
Commission of the United States of America (the "Commission") to the effect
hereinafter set forth. Accordingly, the Bank agrees with you as follows:
The Bank has been provided with a copy of the Company's
application, dated August 13, 2004, under Section 7(d) of
the Investment Company Act of 1940 (the "1940 Act") for an
order of the Commission permitting the Company to register
as an investment company under the 1940 Act (the
"Application") and with the order of the Commission
permitting such registration (the "Order"). Insofar as they
are applicable to the Bank as Custodian of the Company, the
Bank will comply with the 1940 Act and the rules of the
Commission under the 1940 Act and the undertakings and
agreements contained in the Application as applicable to
the Bank, and as each may be amended from time to time, as
applicable to the Bank. The Bank will do nothing
inconsistent with the Company's undertakings and agreements
contained in the Application or the provisions of the 1940
Act, or the rules under the 1940 Act. The Bank agrees that
its undertakings set forth in this paragraph constitute
representations and inducements to the Commission to issue
the Order.
ASA (Bermuda) Limited
November 19, 2004
Page 2
If the foregoing is acceptable to the Company, please so indicate by
signing and returning to the Bank the accompanying copy of this letter,
whereupon this letter shall be a binding agreement between the Company and the
Bank and shall bind the Bank's successors and assigns and shall inure to the
benefit not only of the Company but also of its successors and assigns.
The Bank hereby authorizes the Company to file a counterpart of this
agreement with the Commission.
Very truly yours,
JPMORGAN CHASE BANK
By:
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Name:
Title:
The foregoing is hereby
Accepted as of the date thereof.
ASA (Bermuda) LIMITED
By:
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Name:
Title:
