Item 1. Reports to Stockholders.
ASA (BERMUDA) LIMITED
ANNUAL
REPORT
[GRAPHIC OMITTED]
2004
ASA (BERMUDA) LIMITED
Incorporated in the
Commonwealth of Bermuda
(Registration No. 33576)
ANNUAL REPORT AND FINANCIAL STATEMENTS
November 30, 2004
DIRECTORS
Robert J.A. Irwin (U.S.A.)
Henry R. Breck (U.S.A.)
Harry M. Conger (U.S.A.)
Chester A. Crocker (U.S.A.)
Joseph C. Farrell (U.S.A.)
James G. Inglis (South Africa)
Malcolm W. MacNaught (U.S.A.)
Ronald L. McCarthy (South Africa)
Robert A. Pilkington (U.S.A.)
A. Michael Rosholt (South Africa)
CONTENTS
Chairman's report 2
Portfolio changes 5
Certain investment policies and restrictions 6
Report of independent registered public accounting firm 6
Schedule of investments 7
Statements of assets and liabilities 8
Statements of operations 9
Statements of surplus 10
Statements of changes in net assets 10
Notes to financial statements 11
Financial highlights 13
Supplementary information 13
Certain tax information for United States shareholders 14
Dividend reinvestment plan 16
Privacy notice 16
Proxy voting 17
Form N-Q 17
Annual CEO certification 17
Voting results 17
Forward-looking statements 17
Board of directors and officers 18
OFFICERS
Robert J.A. Irwin, CHAIRMAN, PRESIDENT AND TREASURER
Paul K. Wustrack, Jr., SECRETARY AND CHIEF COMPLIANCE OFFICER
Chester A. Crocker, ASSISTANT SECRETARY
EXECUTIVE OFFICES
11 Summer Street
Buffalo, New York
REGISTERED OFFICE
Canon's Court
22 Victoria Street
Hamilton HM 12, Bermuda
AUDITORS
Ernst & Young LLP, New York, NY, U.S.A.
COUNSEL
Appleby Spurling Hunter, Hamilton, Bermuda
Kirkpatrick & Lockhart Nicholson Graham LLP, Washington, DC, U.S.A.
CUSTODIAN
JPMorgan Chase Bank
Brooklyn, NY, U.S.A.
SUBCUSTODIAN
Standard Bank of South Africa Limited
Johannesburg, South Africa
FUND ACCOUNTANTS
Kaufman Rossin & Co., PA
Miami, FL, U.S.A.
SHAREHOLDER SERVICES
LGN Associates
Florham Park, NJ, U.S.A.
(973) 377-3535
TRANSFER AGENT
EquiServe Trust Company, N.A.
525 Washington Boulevard, Jersey City, NJ 07310, U.S.A.
WEBSITE-HTTP://WWW.ASALTD.COM
COPIES OF THE SEMI-ANNUAL AND ANNUAL REPORTS OF THE COMPANY AND THE LATEST
VALUATION OF NET ASSETS PER SHARE MAY BE REQUESTED FROM LGN ASSOCIATES, LAWRENCE
G. NARDOLILLO, C.P.A., P.O. BOX 269, FLORHAM PARK, NEW JERSEY 07932 (973)
377-3535. SHAREHOLDERS ARE REMINDED TO NOTIFY EQUISERVE TRUST COMPANY, N.A. OF
ANY CHANGE OF ADDRESS.
1
CHAIRMAN'S REPORT (UNAUDITED)
ASA Limited ("ASA") relocated from the Republic of South Africa to the
Commonwealth of Bermuda by reorganizing itself into a newly formed company
incorporated in Bermuda, ASA (Bermuda) Limited (the "Company") on November 19,
2004. As a result of the reorganization, shareholders of ASA became shareholders
of the Company.
Shares of the Company commenced trading on the New York Stock Exchange at
the opening of trading on Monday, November 22, 2004. The ticker symbol, ASA,
remains the same.
The Directors, investment policies and service providers of the Company
are the same as those of its predecessor, ASA. Mr. Ronald McCarthy has retired
as an officer but will remain as a director and will be engaged in winding up
ASA's affairs in South Africa, including the closing of ASA's office in
Johannesburg during 2005. The executive offices of the Company are located in
Buffalo, New York. Shareholder services will continue to be provided by LGN
Associates in Florham Park, New Jersey.
The financial statements for the fiscal year ended November 30, 2004,
reflect the results of operations of ASA through November 19, 2004 (the closing
date of the reorganization) and the results of operations of the Company for the
period November 20, 2004 through November 30, 2004.
The financial statements are reported in United States dollars. (See Notes
(l)B and (1)F to the financial statements for additional information.) As used
in this report, "Company" refers to ASA (Bermuda) Limited and, where applicable,
ASA Limited.
At November 30, 2004 the Company's net asset value was $49.95 per share.
The closing price of the Company's stock was $44.82 per share at November 30,
2004, which represented a 10.3% discount to the net asset value. This compares
with the net asset value of $51.54 per share at November 30, 2003 at which time
the closing price was $47.16, a discount of 8.5% to the net asset value.
Net investment income for the fiscal year ended November 30, 2004 was $.22
per share, as compared to $.84 per share for the fiscal year ended November 30,
2003. Realized gains from investments for the fiscal year ended November 30,
2004 were $.73 per share. There were no realized gains (losses) for the fiscal
year ended November 30, 2003. Net realized loss from foreign currency
transactions was ($.68) per share for the fiscal year ended November 30, 2004 as
compared to a gain of $.32 per share for the fiscal year ended November 30,
2003.
Dividends totaling $.55 per share in U.S. currency were paid during the
fiscal year ended November 30, 2004. For the fiscal year ended November 30,
2003, the total dividend payments were $.80 per share. (See Certain tax
information for United States shareholders (pages 14 and 15) for further
comments.)
THE GOLD BULLION MARKET
The dollar price of gold continued to hold the positive levels of 2003
during 2004, reaching a price peak of US$ 456.89 per ounce - a 16 year high. The
price averaged US$ 406 per ounce for the eleven months to November 2004, up from
an average US$ 363 per ounce during 2003. There are a number of fundamental
factors that should lend support to the gold price. The first of these relates
to official gold sales. The Central Bank Gold Agreement of 1999 was renewed
during 2004 for another five years. This should be positive for sentiment, as it
reintroduces a degree of certainty into the official source of gold supply.
Under this agreement, total gold sales may not exceed 500 tons per year or a
total of 2500 tons for the five-year duration of the agreement. The limit under
the previous agreement was 400 tons per annum or 2000 tons in total over the
five-year period. This additional tonnage is a small percentage of total annual
gold traded and could be absorbed without causing excessive disruption to the
gold market.
Furthermore, the market is expecting official gold sales to fall as a
percentage of total supply. The leasing arrangements of the old agreement remain
in force under the renewed agreement. France and Germany have stated that they
intend to sell up to 1200 tons of gold during the life span of the current
agreement. The Bank of England is no longer party to this agreement, as the BOE
is not intending to sell gold during this time period. Fabrication demand in the
first half of 2004 was robust and the market is expecting that demand to remain
strong in the second half. Jewelry fabrication rose in China, India and Turkey,
as a result of sustained economic growth.
This year saw the listing in both Johannesburg and New York of the long
awaited gold certificate securities which trade like exchange traded funds
(ETF). They join the one already listed in Australia. These securities, which
represent 1/100 (1/10 in New York) of one fine troy ounce of gold, are backed by
actual bullion held in safe custody. These instruments allow the retail and
institutional investor to gain exposure to the domestic price of gold without
the costs of holding coins or bar. It is expected that these ETFs will raise
both the public awareness of the investment potential of the metal and demand
for it.
Producers continue to de-hedge. In the first half of the year, the
producers cut hedge positions by a fraction over 200 tons. The producers are
reducing their hedge positions as a strategic objective, a trend that should
continue while the gold price is strong. This acts as a sizable source of demand
for gold.
Mine output has been under pressure, although there are new projects
coming on stream that should lead to rising global output next year. However,
strong domestic currencies relative to the US dollar are placing pressure on
production costs, which could lead to rationalization of production in South
Africa, Australia and Canada in particular.
THE GOLD SHARE MARKET
Unfortunately, the strong rand/dollar exchange rate, coupled with high
cost inflation on the mines, reduced any benefits of a higher dollar gold price,
with the South African producers experiencing a rand gold price that was 4%
lower than last year. The FTSE/JSE Gold Mining Index at the end of November 2004
was 25% lower than a year earlier. In dollar terms, the AngloGold Ashanti share
price declined 16%, Harmony fell 33%, while Gold Fields ended the period up 3%.
These last two shares are, of course, also responding to the potential corporate
action. Operationally, the South African gold producers are putting strategies
in place to cope with the stronger rand environment.
2
The performance of the North American producers, as measured by the
Philadelphia Gold and Silver Index (XAU), was surprisingly unexciting with
almost no change to the index compared to a year earlier.
THE GOLD MINING INDUSTRY
Corporate activity continues to be a feature of the South African mining
sector, with consolidation of the industry continuing. AngloGold concluded their
merger with Ashanti to form AngloGold Ashanti. Gold Fields failed in their
attempt to merge their offshore assets with IAMGOLD, while the recent feature of
the industry has been Harmony's acrimonious hostile bid for Gold Fields.
THE PLATINUM INDUSTRY
The platinum price rose by 6% during 2004, and at the end of November 2004
was trading at US$ 865 per ounce. The price reached a 24-year peak of US$ 937
per ounce in April. Supply and demand is expected to be in balance for 2004.
Demand for platinum for auto catalysts is expected to rise due to higher sales
of diesel cars in Europe coupled with tighter emission limits. Industrial demand
for platinum should rise, but jewelry demand is expected to soften. Supply is
expected to grow, thereby providing sufficient metal to meet demand. In 2005,
continued supply growth could push the market into surplus, a position not seen
for several years. As a result, the platinum price is unlikely to maintain its
current heady level. A lower platinum price relative to an even stronger
rand/dollar exchange rate could lead to pressure on producer profits. Over the
year, AngloAmerican Platinum's share price dropped 20% and Impala fell 9%.
The South African draft Mineral and Petroleum Royalty Bill, which outlines
the royalties to be paid by various mineral related industries, was introduced
last year and was expected to have been passed during 2004. The mining industry
contended that a royalty based on revenue, without taking profitability into
account, could damage the industry. Furthermore, excessive royalties would
decrease the attractiveness of mining and could deter mining related investment.
Government is currently evaluating industry feedback and plans to publish the
royalty bill during the first half of 2005.
HIV/AIDS
One of the major issues confronting the South African Mining Industry is
HIV/AIDS. At present, it is estimated that five million out of 45 million people
in South Africa are infected with the virus. Infection rates in the mining
industry tend to be worse than the national average at 20% to 30% according to a
survey conducted by the South African Business Coalition on HIV and AIDS. As
such, the mining industry is expected to be adversely affected by the illness.
On the positive side, however, the mining industry leads the nation in terms of
managing the effects of HIV/AIDS, with most of the major mining companies
instituting health and welfare policies aimed at reducing the impact of the
disease on operations while also improving the quality of life of the infected.
PORTFOLIO MOVEMENTS
The ongoing concentration by the gold mining industry to meet the South
African Government's call to assimilate Black Economic Empowerment (BEE) into
all spheres of the economy has spawned the creation of a new BEE gold mining
company under the name of Mvelaphanda Resources Limited. A small holding in this
company was acquired during the year.
The holding in Avgold Limited was increased during the year. However,
Harmony Gold Mining Company Limited completed a successful merger with Avgold on
a one for ten share issue basis, thus continuing the rationalization taking
place in the South African gold mining industry. The Company also decreased its
holding in Gold Fields Limited by a small amount.
THE ECONOMIC ENVIRONMENT
The overarching economic variable, from a South African mineral producer's
perspective, is the rand/dollar exchange rate. During 2004, the rand hit a
six-year high against the dollar of 5.7083 per US$.
It is clear from a comparison of the gain of other currencies against the
US$ so far in 2004 that the rand's 12% rise is due not just to the US$ weakness
but to specific rand demand. For example, that other "commodity based currency,"
the Australian dollar, is up just 1% against the US$ in the same period. South
African mining companies have largely blamed the strong rand for poor
profitability. Recent reports, however, indicate that South African export
manufacturers are also suffering and large-scale closures of manufacturing
capacity have been reported. This is not a uniquely South African phenomenon, as
similar complaints about the weak dollar have been emanating from Europe and
Japan. Notably, the euro has also just traded at a multi-year high against the
dollar as the US current account deficit rose to record levels.
A positive development on the economic front in South Africa was the
announcement of a further relaxation of exchange controls in the second half of
2004. Companies are no longer subject to foreign investment limits, but will
still require official approval for investments. In theory, South African mining
companies can now invest offshore without limit as long as the intended
investment passes muster with the authorities.
Economic growth seems to be gathering momentum in South Africa as third
quarter GDP growth exceeded expectations. The economy grew at 5.6% (quarter on
quarter annualized) up from 4.5% in the second quarter. This high level of
growth may cause the South African Reserve Bank to delay any further rate cuts
as fears that an overheating economy could rekindle inflation. Apart from the
unexpected rate cut in August, the Reserve Bank has resisted calls for rate cuts
to weaken the currency.
DIVIDENDS AND EARNINGS
The squeeze on earnings and dividends as a result of exchange rate
pressures and rising costs has especially affected the South African producers.
Reflecting this squeeze the Company's 2004 net investment income was only $.22
per share, significantly lower than the $.84 per share in 2003 and the $.85 per
share in 2002. Thus, the total dividend payment
3
of $.55 per share paid in 2004 exceeded investment income significantly and yet
compared unfavorably with the $.80 per share dividend paid in 2003.
Other factors are influencing the lower dividend payout of the companies
in the portfolio. In recent years gold mining has been concentrated in fewer and
larger companies. These companies tend to deploy their earnings into
diversification, exploration and development rather than into dividends as was
the practice of the industry in the past.
THE COMPANY'S TAX STATUS
As noted in past reports, ASA was successful in convincing the South
African Parliament to pass special legislation extending its exemption from
certain taxes until November 30, 2004.
As a result, ASA persisted in its efforts to move from South Africa to
Bermuda to avoid the imposition of certain South African taxes and completed its
reorganization as a Bermuda company as of November 19, 2004.
The successful completion of the reorganization prior to November 30, 2004
allowed the Company to eliminate the deferred South African capital gains tax
liability of approximately $1.00 per share at the date of the reorganization.
However, this benefit was reduced by approximately $.09 per share for an accrual
of South African transfer taxes payable by the Company in connection with the
transaction. (See Notes 2 and 4 to the financial statements.)
* * *
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS WILL BE HELD ON THURSDAY, MARCH
3, 2005 AT 10:00 A.M. AT THE OFFICES OF UBS, 1285 AVENUE OF THE AMERICAS, 14TH
FLOOR, NEW YORK, NEW YORK USA. WE LOOK FORWARD TO HAVING YOU IN ATTENDANCE.
ROBERT J.A. IRWIN, CHAIRMAN, PRESIDENT
AND TREASURER
4
PHILADELPHIA GOLD & SILVER INDEX (XAU): Monthly average price (unaudited)
[LINE CHART OMITTED]
[The following table was depicted as a line chart in the printed materials.]
53
54
"2002" 58
66
65
71
81
78
69
65
73
63
66
74
"2003" 78
73
66
66
72
78
79
87
93
94
101
"2004" 107.5
102.69
99.63
100.13
93.82
84.03
85.83
87.53
89.88
94.95
101.71
106.83
LONDON FREE MARKET GOLD PRICE: Monthly average $ per ounce (unaudited)
[LINE CHART OMITTED]
[The following table was depicted as a line chart in the printed materials.]
276
276
"2002" 282
296
294
303
314
321
313
310
319
317
319
332
"2003" 357
359
341
328
356
357
351
360
379
379
390
407.59
"2004" 413.99
405.33
406.67
403.02
383.45
391.99
398.09
400.48
405.27
420.46
439.39
================================================================================
PORTFOLIO CHANGES DURING THE YEAR ENDED NUMBER OF SHARES
NOVEMBER 30, 2004 (UNAUDITED) INCREASE DECREASE
Avgold Limited 240,000 2,911,230(1)
Gold Fields Limited 640,000
Harmony Gold Mining Company Limited 291,123(2)
Mvelaphanda Resources Limited 1,950,000
(1) Redeemed in connection with merger into Harmony Gold Mining Company
Limited in May 2004.
(2) Received in connection with merger of Avgold Limited in May 2004.
5
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 the
Company's Bye-Laws and Registration Statement under the United States Investment
Company Act of 1940, each as amended:
1. To invest over 50% of the value of its total assets in the common shares or
securities convertible into common shares of companies conducting, as the major
portion of their business, gold mining and related activities in the Republic of
South Africa. It is expected that most of such companies will have reached the
production stage. The balance of the Company's total assets, other than minor
amounts which may be held in cash, may (i) be invested in common shares or
securities convertible into common shares of companies engaged in other business
of varied types in the Republic of South Africa, (ii) be held in the form of
gold bullion or certificates of deposit therefor to be purchased, directly or
indirectly, with South African rand (provided that the Company's holdings in the
form of gold bullion or certificates of deposit therefor may not exceed 25% of
the value of the Company's total assets) and/or (iii) be invested in common
shares or securities convertible into common shares of companies primarily
engaged outside of South Africa in extractive or related industries or in the
holding or development of real estate (provided that the Company's investment in
such companies may not exceed 20% of the value of the Company's total assets).
If investment considerations warrant, the Company may deviate from the foregoing
to the extent it temporarily holds its assets in cash, cash equivalents or
securities issued or guaranteed by the Government of South Africa or any
instrumentality thereof (South African Government Securities).
2. Not to invest in securities, except South African Government Securities, of
any issuer if as a result over 20 per cent in value of the Company's total
assets would at the time be invested in securities of such issuer provided that
no more than 40 per cent of the Company's assets would at the time be invested
in securities of companies, each of which exceeds 10 per cent of such value.
3. Not to invest in securities of any class of any issuer (except South African
Government Securities) if as a result the Company would at the time own over 10
per cent of such securities outstanding.
================================================================================
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of
Directors of ASA (Bermuda) Limited:
We have audited the accompanying statements of assets and liabilities of
ASA (Bermuda) Limited (prior to November 20, 2004 ASA Limited) as of November
30, 2004 and 2003, including the schedule of investments, as of November 30,
2004, and the related statements of operations, surplus and changes in net
assets, and supplementary information for each of the two years in the period
ended November 30, 2004, and the financial highlights for each of the three
years in the period ended November 30, 2004. These financial statements,
financial highlights, and supplementary information are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements, financial highlights, and supplementary information based
on our audits. The financial highlights for the years presented prior to
November 30, 2002 were audited by other auditors who have ceased operations and
whose report dated December 18, 2001 expressed an unqualified opinion on those
financial highlights.
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
financial statements, financial highlights, and supplementary information are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
financial highlights, and supplementary information. Our procedures included
confirmation of securities owned as of November 30, 2004 and 2003, by
correspondence with the custodian and others. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements, financial highlights, and
supplementary information referred to above, and audited by us, present fairly,
in all material respects, the financial position of ASA (Bermuda) Limited as of
November 30, 2004 and 2003, and the results of its operations, its surplus,
changes in its net assets, and supplementary information for each of the two
years in the period then ended, and the financial highlights for each of the
three years in the period then ended in conformity with U.S. generally accepted
accounting principles.
Ernst & Young LLP
New York, N.Y., U.S.A.
December 30, 2004
6
SCHEDULE OF INVESTMENTS
November 30, 2004
---------------------------------------------------------------------------------------------------------------------------
Number of Percent of
Name of Company Shares Market Value Net Assets
---------------------------------------------------------------------------------------------------------------------------
ORDINARY SHARES OF GOLD MINING COMPANIES
AUSTRALIAN GOLD MINES
Newcrest Mining Limited - ADRs 3,000,000 $ 40,530,876 8.5%
---------------------------------------------------------------------------------------------------------------------------
40,530,876 8.5
---------------------------------------------------------------------------------------------------------------------------
UNITED STATES GOLD MINES
Newmont Mining Corporation 520,368 24,639,425 5.1
---------------------------------------------------------------------------------------------------------------------------
24,639,425 5.1
---------------------------------------------------------------------------------------------------------------------------
SOUTH AFRICAN GOLD MINES
AngloGold Ashanti Limited 2,389,894 96,140,985 20.0
Gold Fields Limited 9,704,977 137,468,126 28.7
Harmony Gold Mining Company Limited 292,459 3,124,585 .7
Harmony Gold Mining Company Limited - ADRs 2,166,400 22,703,872 4.7
---------------------------------------------------------------------------------------------------------------------------
259,437,568 54.1
---------------------------------------------------------------------------------------------------------------------------
CANADIAN GOLD MINES
Barrick Gold Corporation 730,000 17,950,700 3.7
Placer Dome Incorporated 1,065,312 22,914,861 4.8
---------------------------------------------------------------------------------------------------------------------------
40,865,561 8.5
---------------------------------------------------------------------------------------------------------------------------
SOUTH AMERICAN GOLD MINES
Compania de Minas Buenaventura - ADRs 900,000 21,150,000 4.4
---------------------------------------------------------------------------------------------------------------------------
386,623,430 80.6
---------------------------------------------------------------------------------------------------------------------------
ORDINARY SHARES OF OTHER COMPANIES
SOUTH AFRICAN MINING
Anglo American PLC 1,280,000 30,548,890 6.4
Anglo American Platinum Corporation Limited 820,500 30,115,763 6.3
IMPALA PLATINUM HOLDINGS LIMITED 262,700 22,453,158 4.7
Mvelaphanda Resources Limited (1) 1,950,000 5,779,613 1.2
---------------------------------------------------------------------------------------------------------------------------
88,897,424 18.6
---------------------------------------------------------------------------------------------------------------------------
Total investments (Cost - $151,159,299)(2) 475,520,854 99.2
---------------------------------------------------------------------------------------------------------------------------
CASH AND OTHER ASSETS LESS LIABILITIES 4,012,314 .8
---------------------------------------------------------------------------------------------------------------------------
Net assets $479,533,168 100.0%
---------------------------------------------------------------------------------------------------------------------------
(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. income tax principles. Gross
unrealized appreciation of investments and gross unrealized depreciation of
investments at November 30, 2004 were $326,843,763 and $2,482,208, respectively,
resulting in net unrealized appreciation on investments of $324,361,555.
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.
PORTFOLIO STATISTICS
November 30, 2004
--------------------------------------------------------------------------------
COUNTRY BREAKDOWN*
South Africa 72.7%
Australia 8.5%
Canada 8.5%
United States 5.1%
South America 4.4%
* Country breakdowns are expressed as a percentage of total net assets. The
entire portfolio consists of investments in ordinary shares of companies that
mine gold and other precious metals.
7
STATEMENTS OF ASSETS AND LIABILITIES
---------------------------------------------------------------------------------------------------------------------
November 30, November 30,
ASSETS 2004 2003
---------------------------------------------------------------------------------------------------------------------
Investments, at market value
Gold mining companies -
Cost $124 481 296 in 2004
$125 445 039 in 2003 $ 386,623,430 $ 410,838,633
Other companies -
Cost $26 678 003 in 2004 and 2003 88,897,424 87,106,012
---------------------------------------------------------------------------------------------------------------------
475,520,854 497,944,645
---------------------------------------------------------------------------------------------------------------------
Cash 5,281,072 6,864,615
Dividends and interest receivable 291,361 175,216
Other assets 268,677 177,852
---------------------------------------------------------------------------------------------------------------------
Total assets 481,361,964 505,162,328
---------------------------------------------------------------------------------------------------------------------
LIABILITIES
---------------------------------------------------------------------------------------------------------------------
Accounts payable and accrued liabilities 1,828,796 612,977
Payable for securities purchased -- 1,027,362
Current year South African tax liability -- 121,313
Deferred South African tax liability -- 8,616,587
---------------------------------------------------------------------------------------------------------------------
Total liabilities 1,828,796 10,378,239
---------------------------------------------------------------------------------------------------------------------
NET ASSETS (SHAREHOLDERS' INVESTMENT) $ 479,533,168 $ 494,784,089
---------------------------------------------------------------------------------------------------------------------
Ordinary (common) shares $1.00 par value (R0.25 nominal (par) value in 2003)
Authorized: 30,000,000 shares (24,000,000 shares in 2003)
Issued and Outstanding: 9,600,000 shares in 2004 and 2003 9,600,000 3,360,000
Share premium (capital surplus) 21,249,156 27,489,156
Undistributed net investment income 55,874,569 59,083,301
Undistributed net realized (loss) from foreign currency transactions (54,667,390) (48,181,979)
Undistributed net realized gain from investments 122,131,967 115,112,525
Net unrealized appreciation on investments 324,361,555 337,205,016
Net unrealized appreciation on translation of assets
and liabilities in foreign currency 983,311 716,070
---------------------------------------------------------------------------------------------------------------------
Net assets $ 479,533,168 $ 494,784,089
---------------------------------------------------------------------------------------------------------------------
Net assets per share $ 49.95 $ 51.54
---------------------------------------------------------------------------------------------------------------------
The closing price of the Company's shares on the New York Stock Exchange was
$44.82 and $47.16 on November 30, 2004 and 2003, respectively.
The notes to the financial statements form an integral part of these statements.
8
STATEMENTS OF OPERATIONS
Years ended November 30, 2004 and 2003
-------------------------------------------------------------------------------------------------------------------------------
2004 2003
-------------------------------------------------------------------------------------------------------------------------------
Investment income
Dividend income (net of foreign witholding taxes of $68,998 and $69,643
in 2004 and 2003, respectively) $ 6,460,475 $ 10,877,665
Interest income 182,298 704,772
-------------------------------------------------------------------------------------------------------------------------------
Total investment income 6,642,773 11,582,437
-------------------------------------------------------------------------------------------------------------------------------
Expenses
Shareholder reports and proxy expenses 185,932 122,387
Directors' fees and expenses 595,021 462,872
Salaries and benefits 588,124 468,678
Other administrative expenses 775,663 641,974
Transfer agent, registrar and custodian 121,754 127,291
Professional fees and expenses 900,947 824,423
Insurance 147,081 144,417
Charitable contributions 100,000 117,619
Foreign transfer tax expense 832,015 --
Other 365,425 277,624
-------------------------------------------------------------------------------------------------------------------------------
Total expenses 4,611,962 3,187,285
-------------------------------------------------------------------------------------------------------------------------------
Net investment income before South African tax 2,030,811 8,395,152
South African tax (tax benefit) (40,457) 294,986
-------------------------------------------------------------------------------------------------------------------------------
Net investment income 2,071,268 8,100,166
-------------------------------------------------------------------------------------------------------------------------------
Net realized gain from investments
Proceeds from sales 8,403,634 --
Cost of securities sold 1,384,192 --
-------------------------------------------------------------------------------------------------------------------------------
Net realized gain from investments 7,019,442 --
-------------------------------------------------------------------------------------------------------------------------------
Net realized gain (loss) from foreign currency transactions
Investments (6,872,264) --
Foreign currency 386,853 1,399,249
South African tax refund -- 1,639,641
-------------------------------------------------------------------------------------------------------------------------------
Net realized gain (loss) from foreign currency transactions (6,485,411) 3,038,890
-------------------------------------------------------------------------------------------------------------------------------
Net increase in unrealized appreciation on investments
Balance, beginning of year 345,821,603 170,170,266
Balance, end of year 324,361,555 345,821,603
-------------------------------------------------------------------------------------------------------------------------------
Increase (Decrease) (21,460,048) 175,651,337
Deferred South African tax-change for the year 8,616,587 (5,155,412)
-------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in unrealized appreciation from investments (12,843,461) 170,495,925
-------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in unrealized appreciation on translation of
assets and liabilities in foreign currency 267,241 (594,119)
-------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) from investments and foreign currency transactions (12,042,189) 172,940,696
-------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations $ (9,970,921) $ 181,040,862
-------------------------------------------------------------------------------------------------------------------------------
The notes to the financial statements form an integral part of these statements.
9
STATEMENTS OF SURPLUS AND STATEMENTS OF CHANGES IN NET ASSETS
Years ended November 30, 2004 and 2003
------------------------------------------------------------------------------------------------------------
November 30, November 30,
STATEMENTS OF SURPLUS 2004 2003
------------------------------------------------------------------------------------------------------------
Share premium (capital surplus)
Balance, beginning of year $ 27,489,156 $ 27,489,156
Change due to reorganization (6,240,000) --
------------------------------------------------------------------------------------------------------------
Balance, end of year $ 21,249,156 $ 27,489,156
------------------------------------------------------------------------------------------------------------
Undistributed net investment income
Balance, beginning of year $ 59,083,301 $ 58,663,135
Net investment income for the year 2,071,268 8,100,166
Dividends paid (5,280,000) (7,680,000)
------------------------------------------------------------------------------------------------------------
Balance, end of year $ 55,874,569 $ 59,083,301
------------------------------------------------------------------------------------------------------------
Undistributed net realized (loss) from
foreign currency transactions
Balance, beginning of year $ (48,181,979) $ (51,220,869)
Net realized gain (loss) for the year (6,485,411) 3,038,890
------------------------------------------------------------------------------------------------------------
Balance, end of year $ (54,667,390) $ (48,181,979)
------------------------------------------------------------------------------------------------------------
Undistributed net realized gain from investments
(Computed on identified cost basis)
Balance, beginning of year $ 115,112,525 $ 115,112,525
Net realized gain for the year 7,019,442 --
------------------------------------------------------------------------------------------------------------
Balance, end of year $ 122,131,967 $ 115,112,525
------------------------------------------------------------------------------------------------------------
Net unrealized appreciation on investments
Balance, beginning of year $ 337,205,016 $ 166,709,091
Net increase (decrease) for the year (12,843,461) 170,495,925
------------------------------------------------------------------------------------------------------------
Balance, end of year $ 324,361,555 $ 337,205,016
------------------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) on
translation of assets and liabilities in foreign currency
Balance, beginning of year $ 716,070 $ 1,310,189
Net unrealized appreciation (depreciation)
for the year 267,241 (594,119)
------------------------------------------------------------------------------------------------------------
Balance, end of year $ 983,311 $ 716,070
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS 2004 2003
------------------------------------------------------------------------------------------------------------
Net investment income $ 2,071,268 $ 8,100,166
Net realized gain from investments 7,019,442 --
Net realized gain (loss) from foreign currency
transactions (6,485,411) 3,038,890
Net increase (decrease) in unrealized appreciation on investments (12,843,461) 170,495,925
Net unrealized appreciation (depreciation) on translation of assets
and liabilities in foreign currency 267,241 (594,119)
------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations (9,970,921) 181,040,862
Dividends paid (5,280,000) (7,680,000)
------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets (15,250,921) 173,360,862
Net assets, beginning of year 494,784,089 321,423,227
------------------------------------------------------------------------------------------------------------
Net assets, end of year $ 479,533,168 $ 494,784,089
------------------------------------------------------------------------------------------------------------
The notes to the financial statements form an integral part of these statements.
10
NOTES TO FINANCIAL STATEMENTS
Years ended November 30, 2004 and 2003
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ASA (Bermuda) Limited (the
"Company") is a closed-end management investment company registered under the
United States Investment Company Act of 1940, and was organized as an exempted
limited liability company under the laws of Bermuda on April 29, 2003. On
November 19, 2004, the Company, pursuant to an Agreement and Plan of
Reorganization, the ("Reorganization") acquired all the assets and assumed all
the liabilities of ASA Limited ("ASA"), a South Africa public limited liability
company. The following is a summary of the Company's significant accounting
policies:
A. INVESTMENTS
Portfolio securities are generally valued at the last reported sales price on
the last trading day of the period, or the mean between the closing bid and
asked prices of those securities not traded on that date. In the event that a
mean price cannot be computed due to the absence of either a bid or an asked
price, then the bid price plus 1% or the ask price less 1%, as applicable, is
used. 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.
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.
There is no assurance that the valuation at which the Company's investments are
carried could be realized upon sale.
B. 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
resulting net foreign currency gain or loss is included in the statement of
operations.
C. SECURITY TRANSACTIONS AND INVESTMENT INCOME
During the year ended November 30, 2004 sales of securities amounted to
$8,403,634 and purchases of securities amounted to $7,292,714. During the year
ended November 30, 2003 there were no sales of securities and purchases of
securities amounted to $5,296,118.
Dividend income is recorded on the ex-dividend date, net of withholding taxes,
if any. Interest income is recognized on the accrual basis.
D. DISTRIBUTIONS TO SHAREHOLDERS
Dividends to shareholders are recorded on the ex-dividend date.
The reporting for financial statement purposes of distributions made during the
fiscal year from net investment income or net realized gains may differ from
their ultimate reporting for United States 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
and 15 for additional tax information for United States shareholders.
E. USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses for the period. Actual results could differ from those estimates.
F. BASIS OF PRESENTATION
The financial statements are presented in United States dollars.
Certain prior year amounts in the accompanying financial statements have been
reclassified to conform with current year presentation.
2 TAX STATUS OF THE COMPANY Pursuant to the South African Income Tax Act, as
amended, the Company prior to the Reorganization was subject to tax on dividends
received from sources other than South Africa. In addition, beginning with the
fiscal year ended November 30, 2002, the Company was subject to tax on interest
earned on cash deposits. A tax benefit for South African taxes of $40,457 and a
tax provision of $294,986 for these items have been included in the accompanying
financial statements for the fiscal years ended November 30, 2004 and November
30, 2003, respectively.
The deferred tax liability of $8,616,587, which had been included for the tax on
unrealized capital gains on securities for the fiscal year ended November 30,
2003, was eliminated as a result of the Reorganization.
In addition, the Company had previously provided for and paid taxes on foreign
exchange gains. However, the Company was assessed by the South African Revenue
Service ("SARS") on the basis that it was exempt from tax on foreign exchange
gains, and in November 2003, after the completion of a refund audit performed by
SARS, the Company received a refund in respect of the overpayment of tax in the
amount of $1,639,641, plus interest.
3 RETIREMENT PLANS Effective April 1, 1989, the Company established a defined
contribution plan (the "Plan") to replace its previous pension plan. The Plan
covers all full-time employees. The Company will contribute 15% of each covered
employee's salary to the Plan. The Plan provides for immediate vesting by the
employee without regard to length of service. During the years ended November
30, 2004 and 2003 there were no covered employees under the plan and,
consequently, no retirement expense was incurred.
11
In 1994, the Company entered into a supplemental non-qualified pension agreement
with its Chairman. Under the terms of the agreement, the Company agreed to
credit $25,000 per year for five years, beginning December 1, 1993, to a
Supplemental Pension Account with interest credited at an annual rate of 3.5%.
The Board of Directors approved an increase in the amount of the annual credit
as follows: $28,125 in May 1999; $31,250 in February 2002, $45,000 in March 2003
and $55,000 in February 2004. As a result, the Company has recorded expense
amounts of $53,333 and $41,562 for the years ended November 30, 2004 and
November 30, 2003, respectively.
The Company has recorded an asset in the amount of $150,750, ($145,000 in 2003)
related to the retirement obligation liability of $385,635 as of November 30,
2004, ($315,900 in 2003). The $385,635 represents the total liability payable
under the agreement at November 30, 2004. Upon retirement from the Company, the
liability under the agreement is payable in ten (10) consecutive equal annual
payments to the Chairman.
4 COMPANY REORGANIZATION The following table illustrates the effect on the
authorized number of shares, par value, and share premium (capital surplus) as a
result of the Reorganization:
Prior to After
Reorganization Reorganization
---------------------------------------
Par Value R 0.25 $ 1.00
============= =============
Authorized
number of shares 24,000,000 30,000,000
------------- -------------
Common shares
at par value $ 3,360,000 $ 9,600,000
Share premium
(capital surplus) 27,489,156 21,249,156
------------- -------------
Total $ 30,849,156 $ 30,849,156
============= =============
As a result of the Reorganization, the net asset value per share of the Company
as of the close of business on November 19, 2004 increased approximately $0.91
per share due to the elimination of the deferred tax liability for potential
South African capital gains taxes on the books of ASA in the amount of
$9,613,374 ($1.00 per share), reduced by an accrual of $832,015 ($.09 per share)
for South African taxes payable by the Company as a result of the
Reorganization.
In connection with the Reorganization, the Company has incurred $2,447,747 in
expenses through November 30, 2004. These amounts are recorded in the statements
of operations for the fiscal years ended November 30, 2004 and November 30, 2003
in the following classifications:
November 30
2004 2003
---------- --------
Shareholder reports
and proxy expenses $ 60,000 $ --
Directors fees
and expenses 43,500 --
Salaries and benefits 43,500 --
Professional fees
and expenses 769,338 627,404
Foreign transfer
tax expense 832,015 --
Other 70,209 1,780
---------- --------
$1,818,562 $629,185
========== ========
5 CONCENTRATION RISK Under normal circumstances, over 50% of the Company's
assets will be invested in equity securities of companies conducting, as a major
portion of their business, gold mining and related activities in South Africa.
The Company also invests in securities of companies engaged in other businesses
in South Africa, including the mining of other precious metals. In addition, the
Company invests a portion of its assets in securities of companies operating
outside of South Africa in extractive and related activities, including gold
mining. The Company is, therefore, subject to gold and precious metal related
risks as well as risks related to investing in South Africa including political,
economic, regulatory, currency fluctuation and foreign exchange risks. As a
result of industry consolidation, 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 mining of gold and other precious metals
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.
6 COMMITMENTS The Company has a lease for office space in Johannesburg that
expires in February 2005. The remaining commitment under the lease is
approximately $15,000.
12
FINANCIAL HIGHLIGHTS
Year Ended November 30
-------------------------------------------------------------------------------------------------------------------------------
2004 2003 2002 2001 2000
-------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
-------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of year $ 51.54 $ 33.48 $ 21.97 $ 17.58 $ 22.51
-------------------------------------------------------------------------------------------------------------------------------
Net investment income .22 .84 .85 1.00 .61
Net realized gain from investments .73 -- .51 3.05 1.00
Net realized gain (loss) from foreign currency transactions (.68) .32 (1.13) (.24) (1.02)
Net increase (decrease) in unrealized appreciation on investments (1.34) 17.76 11.84 1.40 (4.88)
Net unrealized appreciation (depreciation) on translation of
assets and liabilities in foreign currency .03 (.06) .24 (.02) (.04)
-------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations (1.04) 18.86 12.31 5.19 (4.33)
Less dividends (.55) (.80) (.80) (.80) (.60)
-------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year $ 49.95 $ 51.54 $ 33.48 $ 21.97 $ 17.58
===============================================================================================================================
Market value per share, end of year $ 44.82 $ 47.16 $ 30.06 $ 19.83 $ 14.56
TOTAL INVESTMENT RETURN(1)(2)
Based on market value per share (3.67%) 59.91% 55.72% 41.76% (21.06%)
RATIOS TO AVERAGE NET ASSETS(1)
Expenses 1.03% .84% .91% 1.10% 1.15%
Net investment income .46% 2.09% 2.63% 4.61% 3.06%
SUPPLEMENTAL DATA
Net assets, end of year (000 omitted) $479,533 $494,784 $321,423 $210,944 $168,726
Portfolio turnover rate 1.63% -- 4.41% 11.18% 7.43%
Per share calculations are based on the 9,600,000 shares outstanding.
(1) Determined in U.S. dollar terms.
(2) Total investment return is calculated assuming a purchase of common stock 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 and distributions, if any, are
assumed, for purposes of this calculation, to be reinvested at prices obtained
under the Company's dividend reinvestment plan.
SUPPLEMENTARY INFORMATION
Years ended November 30, 2004 and 2003
-------------------------------------------------------------------------------------------------------------------------
CERTAIN FEES INCURRED BY THE COMPANY 2004 2003
-------------------------------------------------------------------------------------------------------------------------
Directors' fees $325,000 $288,500
Officers' remuneration 512,810 500,220
Ranquin Associates (a company of which a former officer was an affiliated person) 44,800 37,800
-------------------------------------------------------------------------------------------------------------------------
The notes to the financial statements form an integral part of these statements.
13
CERTAIN TAX INFORMATION FOR
UNITED STATES SHAREHOLDERS (UNAUDITED)
From December 1, 1963 through November 30, 1987, the Company was treated as a
"foreign investment company" for United States federal income tax purposes
pursuant to Section 1246 of the Internal Revenue Code. Under that section, a
United States shareholder who has held his shares in the Company for more than
one year is subject to tax at ordinary income tax rates on his profit (if any)
on a sale of his shares to the extent of his "ratable share" of the Company's
earnings and profits accumulated for the period during which he held those
shares between December 1, 1963 and November 30, 1987. If such shareholder's
profit on the sale of his shares exceeds such ratable share and he held his
shares for more than one year, then, subject to the discussion below regarding
the United States federal income tax rules applicable to taxable years of the
Company beginning after November 30, 1987, he is subject to tax at long-term
capital gain rates on the excess.
The Company's per share earnings and profits accumulated (undistributed)
in each of the taxable years from 1964 through 1987 is given below in United
States currency. All the per share amounts give effect to the two-for-one stock
splits that became effective on May 10, 1966, May 10, 1973 and May 9, 1975.
Year ended November 30 Per year Per day
--------------------------------------------------------------------------------
1964 $ .042 $.00012
--------------------------------------------------------------------------------
1965 .067 .00019
--------------------------------------------------------------------------------
1966 .105 .00029
--------------------------------------------------------------------------------
1967 .277 .00076
--------------------------------------------------------------------------------
1968 .241 .00066
--------------------------------------------------------------------------------
1969 .461 .00126
--------------------------------------------------------------------------------
1970 .218 .00060
--------------------------------------------------------------------------------
1971 .203 .00056
--------------------------------------------------------------------------------
1972 .445 .00122
--------------------------------------------------------------------------------
1973 .497 .00136
--------------------------------------------------------------------------------
1974 1.151 .00316
--------------------------------------------------------------------------------
1975 .851 .00233
--------------------------------------------------------------------------------
1976 .370 .00101
--------------------------------------------------------------------------------
1977 .083 .00023
--------------------------------------------------------------------------------
1978 .357 .00098
--------------------------------------------------------------------------------
1979 .219 .00060
--------------------------------------------------------------------------------
1980 1.962 .00538
--------------------------------------------------------------------------------
1981 .954 .00261
--------------------------------------------------------------------------------
1982 .102 .00028
--------------------------------------------------------------------------------
1983 -0- -0-
--------------------------------------------------------------------------------
1984 -0- -0-
--------------------------------------------------------------------------------
1985 (.151) (.00041)
--------------------------------------------------------------------------------
1986 -0- -0-
--------------------------------------------------------------------------------
1987 -0- -0-
--------------------------------------------------------------------------------
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 United States 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 United States 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 United States shareholder of the Company does NOT make
either such election, any gain realized on the direct or indirect disposition of
his Company shares will be treated as ordinary income. In addition, such
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 certain "excess
distributions" made by the Company. Furthermore, shares held by such 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 is defined
as a distribution by the Company for a taxable year that is more than 125% of
the average amount it distributed for the three preceding taxable years.* If the
Company makes an excess distribution in a taxable year, a United States
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 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 United States shareholder as a normal dividend,** with no
interest charge.
If a United States shareholder elects to treat the Company as a QEF with
respect to his shares therein for the first year he holds his shares during
which the Company is a PFIC (or who later makes the QEF election 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), the rules described in the preceding paragraphs
generally will not apply. Instead, the electing United States shareholder will
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 United States
shareholder who makes a valid QEF election
----------
* For example, the Company made annual distributions of $.80, $.80 and $.80 per
share during the taxable years ended November 30, 2003, 2002 and 2001,
respectively, an average per year of $.80 per share. Accordingly, any
distribution in excess of $1.00 per share (125% of $.80) would be treated as an
excess distribution for the taxable year ended November 30, 2004. (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.
14
will recognize capital gain on any profit from the actual sale of his shares if
those shares were held as capital assets, except to the extent of the
shareholder's ratable share of the earnings and profits of the Company
accumulated for the period during which he held those shares between December 1,
1963 and November 30, 1987, as described above.
Alternatively, if a United States shareholder makes the mark-to-market
election with respect to Company shares for taxable years beginning on or after
January 1, 1998, such shareholder will 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 the
electing United States shareholder on a sale or other disposition of his Company
shares also would be treated as ordinary income, but such shareholder would not
be subject to an interest charge on his resulting tax liability. Special rules
apply to a United States shareholder that held his PFIC stock prior to the first
taxable year for which the mark-to-market election was effective.
A United States 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 distributions out of accumulated earnings and profits in
excess thereof would be treated as taxable dividends. Such a shareholder 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 United States
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 individually elect such
treatment. The QEF election must be made for the taxable year of the shareholder
in which or with which the taxable year of the Company ends. A QEF election is
effective for the shareholder's taxable year for which it is made and all
subsequent taxable years of the shareholder and may not be revoked without the
consent of the Internal Revenue Service. A shareholder of the Company who first
held his Company shares after November 30, 2003 and who files his tax return on
the basis of a calendar year may make a QEF election on his 2004 tax return. A
shareholder of the Company who first held his Company shares on or before
November 30, 2003 may also make the QEF election on his 2004 tax 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.
The QEF election must be made by the due date, with extensions, of the
federal income tax return for the taxable year for which the election is to
apply. Under Treasury regulations, the QEF election is made on Internal Revenue
Service Form 8621, which must be completed and attached to a timely filed income
tax return in which the shareholder reports his QEF inclusion for the year to
which the election applies. In order to allow United States shareholders to make
the QEF elections and to comply with the applicable annual reporting
requirements, the Company annually will provide to them a "PFIC Annual
Information Statement" containing certain information required by Treasury
regulations.
In early 2005, the Company will send to United States shareholders the
PFIC Annual Information Statement for the Company's 2004 taxable 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 income tax
return each year. Other United States shareholders also must attach completed
Forms 8621 to their tax returns each year, but shareholders not electing QEF
treatment will not need to report QEF inclusions thereon.
Special rules apply to United States persons who hold Company shares
through intermediate entities or persons and to United States 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 death of the owner of that property is adjusted to the property's fair
market value on the date of death (or alternate valuation date). If a United
States shareholder dies owning shares with respect to which he did not elect QEF
treatment (or elected such treatment after the first year in which he owned
shares in which the Company was a PFIC and did not elect to recognize gain as
described above), the transferee of those shares will not be entitled to adjust
the tax basis in such shares to the fair market value on the date of death (or
alternate valuation date). In that case, in general, the transferee of such
shares will take a basis in the shares equal to the shareholder's basis therein
immediately before his death. If a United States 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 elected to treat the shares as if sold on the first day of the first
taxable year of the Company for which the QEF election was effective), then the
basis increase generally will be available unless the holding period for his
shares began on or prior to November 30, 1987. In the latter case, in general,
any otherwise applicable basis increase will be reduced to the extent of the
shareholder's ratable share of the earnings and profits of the Company
accumulated for the period during which he held those shares between December 1,
1963 and November 30, 1987.
DUE TO THE COMPLEXITY OF THE APPLICABLE TAX RULES, UNITED STATES
SHAREHOLDERS OF THE COMPANY ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS
CONCERNING THE IMPACT OF THESE RULES ON THEIR INVESTMENT IN THE COMPANY AND ON
THEIR INDIVIDUAL SITUATIONS.
15
DIVIDEND REINVESTMENT PLAN (UNAUDITED)
EquiServe Trust Company, N.A. ("EquiServe") has been engaged to offer a dividend
reinvestment plan (the "Plan") to shareholders. Shareholders must elect to
participate in the Plan by signing an authorization. The authorization appoints
EquiServe as agent to apply to the purchase of common shares of the Company in
the open market (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 voluntary cash payments ($50 minimum, $3,000 maximum per
dividend period) received from such participant within 30 days prior to such
dividend payment date.
For the purpose of making purchases, EquiServe will commingle each
participant's funds with those of all other participants in the Plan. The price
per share of shares purchased 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 dividends 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 combined amount of the
participant's dividend and any voluntary payment being concurrently invested, up
to a maximum charge of $2.50 per participant, will be deducted (and paid to
EquiServe) prior to each purchase of shares. Shareholder sales of shares held by
EquiServe in the Plan are subject to a fee of $10.00 plus applicable brokerage
commissions deducted from the proceeds of the sale. Additional nominal fees are
charged by EquiServe 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 EquiServe. 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 United States
shareholders" for more information regarding tax consequences to U.S. investors
of an investment 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 an investor may not hold his or her shares in a
"street name" brokerage account.
Additional information regarding the Plan may be obtained from EquiServe
Dividend Reinvestment Plan, 150 Royall St., Canton, MA 02021. Information may
also be obtained by calling EquiServe's Telephone Response Center at
800-446-2617 between 8:30 a.m. and 5 p.m., Eastern time, Monday through Friday.
================================================================================
PRIVACY NOTICE (UNAUDITED)
The Company is committed to protecting the financial privacy of its
shareholders.
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 accounts, to process transactions, to comply with
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 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 environment. 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 standards to protect the
confidentiality of nonpublic personal information.
16
OTHER INFORMATION (UNAUDITED)
================================================================================
PROXY VOTING
The policies and procedures used by the Company to determine how to vote
proxies relating to portfolio securities and information regarding how the
Company voted proxies relating to portfolio securities during the twelve month
period ended June 30, 2004 is available on the Company's website at
HTTP://WWW.ASALTD.COM and on the Securities and Exchange Commission's website at
HTTP://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.
FORM N-Q
The Company files its complete 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 web site at HTTP://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 information 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 web site at
HTTP://WWW.ASALTD.COM.
ANNUAL CEO CERTIFICATION
As required, the Company submitted to the New York Stock Exchange ("NYSE")
in 2004 the annual certification of the Company's Chief Executive Officer that
he was not aware of any violation of the NYSE's Corporate Governance listing
standards. The Company also included 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, 2004 filed with the Securities and Exchange Commission.
VOTING RESULTS
The following votes were cast at a special General Meeting of Shareholders
of ASA held on November 11, 2004
PROPOSAL TO APPROVE THE REORGANIZATION OF ASA LIMITED INTO ASA (BERMUDA)
LIMITED AND THE SUBSEQUENT WINDING UP OF ASA LIMITED.
For Against Abstain
---- ------- -------
3,992,540 42,265 31,491
FORWARD-LOOKING STATEMENTS
This report contains "forward-looking statements" within the meaning of
the Securities Act of 1933 and the Securities Exchange Act of 1934. By their
nature all forward-looking statements involve risks, uncertainties and other
factors which 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 comprise the Company's portfolio,
the conditions in the U.S., South Africa and other international securities and
foreign exchange markets, the price of gold, platinum and other precious metals
and changes in tax law.
17
THE BOARD OF DIRECTORS AND OFFICERS
OF ASA (BERMUDA) 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. The address of each director and officer is c/o LGN Associates, P.O. Box
269, Florham Park, NJ 07932.
INTERESTED DIRECTORS
ROBERT J.A. IRWIN (77)
Position held with the Company: Chairman, President and Treasurer
Director since: 2003 (ASA Limited since 1987)
Principal Occupations During Past 5 Years: Chairman and Treasurer of ASA Limited
Other Directorships held by Director: Former President, Chief Executive Officer
and Director of Niagara Share Corporation
CHESTER A. CROCKER (63)
Position held with the Company: Director and Assistant Secretary since 2004
Director since: 2004 (ASALimited from 1996 to 2004)
Principal Occupations During Past 5 Years: James R. Schlesinger Professor of
Strategic Studies, School of Foreign Service, Georgetown University;
President of Crocker Group (consultants)
Other Directorships held by Director: Director of Universal Corporation,
Chairman and Director of United States Institute of Peace, Director of First
Africa Holdings Ltd. and G3 Good Governance Group, Ltd.
RONALD L. MCCARTHY (71)
Position held with the Company: Director
Director since: 2004 (ASA Limited since 1988)
Principal Occupations During Past 5 Years: Managing Director and, since 2001,
Secretary of ASA Limited
Other Directorships held by Director: None
================================================================================
INDEPENDENT DIRECTORS
HENRY R. BRECK (67)
Position held with the Company: Director
Director since: 2004 (ASALimited from 1996 to 2004)
Principal Occupations During Past 5 Years: Chairman and a director of Ark Asset
Management Co., (registered investment adviser)
Other Directorships held by Director: Director of Butler Capital Corp.
HARRY M. CONGER (74)
Position held with the Company: Deputy Chairman (non-executive)
Director since: 2004 (ASALimited 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
JOSEPH C. FARRELL (69)
Position held with the Company: Director
Director since: 2004 (ASALimited from 1999 to 2004)
Principal Occupations During Past 5 Years: Retired and former Chairman,
President and CEO of The Pittston Company
Other Directorships held by Director: Director of Universal Corporation and
SkyLink Airways, Inc.
JAMES G. INGLIS (60)
Position held with the Company: Director
Director since: 2004 (ASALimited 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.
MALCOLM W. MACNAUGHT (68)
Position held with the Company: Director
Director since: 2004 (ASA Limited since 1998)
Principal Occupations During Past 5 Years: Retired and formerly Vice President
and Portfolio Manager at Fidelity Investments
Other Directorships held by Director: Director of Meridian Gold, Inc.
ROBERT A. PILKINGTON (59)
Position held with the Company: Director
Director since: 2004 (ASA Limited since 1979)
Principal Occupations During Past 5 Years: Investment banker and Managing
Director of UBS Securities LLC or predecessor companies
Other Directorships held by Director: Director of Avocet Mining PLC
A. MICHAEL ROSHOLT (84)
Position held with the Company: Director
Director since: 2004 (ASA Limited since 1982)
Principal Occupations During Past 5 Years: Chairman of the National Business
Initiative (South Africa), a non-profit organization; formerly Chairman of
Barlow Rand Limited
Other Directorships held by Director: None
================================================================================
OTHER OFFICERS
PAUL K. WUSTRACK, JR.
Position held with the Company: Secretary and Chief Compliance Officer
Principal Occupations During Past 5 Years: Assistant U.S. Secretary of ASA
Limited since 2002, Chief Compliance Officer since 2004; prior thereto,
Special Counsel, Phillips, Lytle, Hitchcock, Blaine & Huber LLP
18
Item 2. Code of Ethics.
(a) The registrant has adopted a code of ethics that applies to
its principal executive officer and principal financial
officer.
(b) Not applicable.
(c) During the period covered by this report, there were no
amendments to the code of ethics referred to in 2(a) above.
(d) During the period covered by this report, there were no
waivers to the provisions of the code of ethics referred to in
2(a) above.
(e) Not applicable.
(f) A copy of the registrant's code of ethics is filed herewith.
Item 3. Audit Committee Financial Expert.
The registrant's board of directors has determined that Malcolm W.
MacNaught is an "audit committee financial expert" as defined in Item 3 to Form
N-CSR. Mr. MacNaught has 35 years of experience evaluating and analyzing
investments and was Vice President and portfolio manager at Fidelity Investments
from 1968 until his retirement in 1996. He has served on registrant's and its
predecessor's, ASA, Audit Committee for six years and is Chairman thereof. He
also served as chairman of the audit committee of another public company. Mr.
MacNaught is an "independent" director pursuant to Item 3 for Form N-CSR.
Item 4. Principal Accountant Fees and Services.
(a) Audit Fees. The aggregate fees billed for professional
services rendered by the independent auditors for the annual
and semi-annual audit of registrant's and its predecessor's,
ASA Limited ("ASA"), financial statements for 2004 and 2003
were $100,000 and $97,000, respectively.
(b) Audit-Related-Fees - The aggregate fees billed for
professional services rendered by the independent auditors
that were reasonably related to the performance of the audit
or review of the registrant's and its predecessor's, ASA,
financial statements for 2004 and 2003 were $28,750 and $0,
respectively. The figure for 2004 includes fees billed in
connection with the review of documents filed with
the Securities and Exchange Commission related to the
reorganization of the registrant and ASA.
(c) Tax Fees - The aggregate fees billed for professional services
rendered by the independent auditors in connection with tax
compliance, tax advice and tax planning, such as review of tax
calculations, ASA's South African tax returns and updates on
South African tax law changes for 2004 and 2003 were $18,000
and $15,000, respectively.
(d) All Other Fees - There were no All Other Fees billed for
products and services provided by the independent auditors for
2004 and 2003.
(e)(1) Audit Committee's Pre-Approval Policy and Procedures. The
Audit Committee of the registrant has the sole authority to
pre-approve all audit and non-audit services to be provided by
the independent auditors, subject to the de minimis exceptions
for non-audit services described in Section 10A(i)(1)B of the
Securities Exchange Act of 1934 ("Exchange Act") which are
approved by the Committee prior to the completion of the
audit. The Audit Committee may delegate its pre-approval
authority to a subcommittee. If the Committee has delegated
its pre-approval authority to a subcommittee, any decision of
the subcommittee shall be presented to the full Committee at
its next scheduled meeting. Pre-approval of audit and
non-audit services shall not be required if the engagement to
render the services is entered into pursuant to pre-approved
policies and procedures established by the Committee, provided
the Committee is informed of each such service. The Committee
has not yet established such policies and procedures.
(e)(2) Not applicable.
(f) Not applicable.
(g) The aggregate fees billed by the independent auditors for
non-audit services rendered to the registrant and its
predecessor, ASA, for 2004 and 2003 were $46,750 and $15,000,
respectively.
(h) Not applicable.
Item 5. Audit Committee of Listed Registrants.
(a) The registrant has a standing audit committee established in
accordance with Section 3(a)(58)(A) of the Exchange Act. The
members of the audit committee are: Messrs. Malcolm W.
MacNaught (Chairman), Robert A. Pilkington and A. Michael
Rosholt.
(b) Not applicable.
Item 6. Schedule of Investments.
Included as part of the report to shareholders filed under Item 1.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies.
ASA (BERMUDA) LIMITED
PROXY VOTING POLICIES AND PROCEDURES
The following is a statement of the proxy voting policies and procedures
of ASA (Bermuda) Limited ("Company").
PROXY ADMINISTRATION
The Company understands its proxy voting responsibilities and that proxy
voting decisions may affect the long-term interests of its shareholders. The
Company attempts to process every proxy vote it receives. However, voting
proxies for shares of certain non-U.S. companies may involve significantly
greater effort and cost than for shares of U.S. companies. There may be
situations where the Company may not or cannot vote a proxy. For example, the
Company may receive proxy material too late to act upon or the cost of voting
may outweigh the benefit of voting.
Authority and responsibility to vote proxies with respect to the Company's
portfolio securities has been delegated to the President. In evaluating proxy
proposals, the President may consider information from various sources,
including management of the company presenting a proposal as well as independent
sources. The ultimate decision rests with the President, who is accountable to
the Board of Directors of the Company.
GENERAL PRINCIPLES
In voting proxies, the Company will act solely in the best economic
interests of its shareholders with the goal of maximizing the value of the
Company's portfolio. These policies and procedures are designed to promote
accountability of a portfolio company's management and board of directors to its
shareholders and to align their interests with those of shareholders. These
policies and procedures recognize that a portfolio company's managers are
entrusted with the day-to-day operations of the company, as well as longer-term
strategic planning, subject to the company's board of directors.
The Company believes that the quality and depth of a portfolio company's
management, including its board of directors, is an important consideration in
determining the desirability of an investment. Accordingly, the recommendations
of management on many issues are given substantial weight in determining how to
vote a proxy. However, each issue is considered on its own merits, and the
position of the portfolio company's management will not be supported whenever it
is determined not to be in the best interests of the Company and its
shareholders.
SPECIFIC POLICIES
A. ROUTINE MATTERS
1. ELECTION OF DIRECTORS. In general, the Company will vote in
favor of management's director nominees if they are running
unopposed. The Company believes that management is in the best
position to evaluate the qualifications of directors and the
needs of a particular board. Nevertheless, the Company will
vote against, or withhold its vote for, any nominee whom it
feels is not qualified. When management's nominees are opposed
in a proxy contest, the Company will evaluate which nominee's
publicly-announced management policies and goals are most
likely to maximize shareholder value, as well as the past
performance of the incumbent.
2. RATIFICATION OF SELECTION OF AUDITORS. In general, the Company
will rely on the judgment of management in selecting the
independent auditors, nevertheless, the Company will examine
the recommendation of management in appropriate cases, e.g.,
where there has been a change in auditors based upon a
disagreement on accounting matters.
3. STOCK OPTION AND OTHER EQUITY BASED COMPENSATION PLAN
PROPOSALS. The Company will generally approve management's
recommendations with respect to the adoption or amendment of
stock option plans and other equity based compensation plans,
provided that the total number of shares reserved under all of
a company's plans is reasonable and not excessively dilutive.
B. ACQUISITIONS, MERGERS, REINCORPORATIONS, REORGANIZATIONS AND OTHER
TRANSACTIONS
Because voting on transactions such as acquisitions, mergers,
reincorporations and reorganizations involve considerations unique
to each transaction, the Company does not have a general policy in
regard to voting on those transactions. The Company will vote on a
case-by-case basis on each transaction.
C. CHANGES IN CAPITAL STRUCTURE
The Company evaluates proposed capital actions on a case-by-case
basis and will generally defer to management's business analysis in
support of such actions. In cases where proposed capital actions
support proxy defenses or act to reduce or limit shareholder rights,
particular consideration will be given to all the effects of the
action and the Company's vote will be made in a manner consistent
with the objective of maximizing long-term shareholder value.
D. ANTI-TAKEOVER PROPOSALS
In general, the Company will vote against any proposal which the
Company believes would materially contribute to preventing a
potential acquisition or takeover, including proposals to:
o Stagger the board of directors;
o Introduce cumulative voting;
o Introduce unequal voting rights;
o Create supermajority voting;
o Establish preemptive rights.
In general, the Company will vote in favor of any proposals to
reverse the above.
E. SHAREHOLDER PROPOSALS INVOLVING SOCIAL, MORAL OR ETHICAL MATTERS
In general, the Company will vote in accordance with management's
recommendation on issues that primarily involve social, moral or
ethical matters, although exceptions may be made in certain
instances where the Company believes a proposal has substantial
economic implications.
F. CONFLICT OF INTEREST
In view of the fact that the Company is internally managed and does
not have an investment advisor, it is unlikely that conflicts of
interest will arise in voting the proxies of the Company's portfolio
companies. The Company maintains a record of the affiliated persons
of each director and officer of the Company including the President.
The Compliance Officer reviews proxy statement proposals to
determine the existence of a potential conflict of interest. In the
event that the President has a personal conflict of interest, he
shall remove himself from the voting process. In cases of a conflict
of interest, a record shall be maintained confirming that the
Company's vote was made solely in the interests of the Company and
without regard to any other consideration.
Date: November 11, 2004
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable for reports covering periods ending before December
31, 2005.
Item 9. Purchases of Equity Securities by Closed-end Management Investment
Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which
shareholders may recommend nominees to the registrant's board of directors since
the registrant provided disclosure in response to Item 7(d)(2)(ii)(G) of
Schedule 14A in its proxy statement dated January 28, 2005.
Item 11. Controls and Procedures
(a) The Chairman of the Board, President and Treasurer, in his
capacities as principal executive officer and principal
financial officer of the registrant, has concluded that the
registrant's disclosure controls and procedures (as defined in
Rule 30a-3(c) under the Investment Company Act of 1940 (the
"1940 Act")) are effective, based on his evaluation of these
controls and procedures as of a date within 90 days prior to
the filing date of this report.
(b) There were no changes in the registrant's internal control
over financial reporting (as defined in Rule 30a-3(d) under
the 1940 Act) that occurred during the second fiscal quarter
of the period covered by this report that have materially
affected, or are reasonably likely to materially affect, the
registrant's internal control over financial reporting since
ASA, the registrant's predecessor, filed its most recent Form
N-Q.
Item 12. Exhibits.
(a)(1) The code of ethics that is the subject of disclosure under
Item 2 above is attached hereto.
(2) The certification required by Rule 30a-2(a) under the 1940 Act
is attached hereto.
(b) Not applicable.
(c) The certification required by Rule 30a-2(b) under the 1940
Act, Rule 13a-14(b) under the Exchange Act and Section 1350 of
Chapter 63 of Title 18 of the United States Code is attached
hereto. This certification is not deemed "filed" for purposes
of Section 18 of the Exchange Act, or otherwise subject to the
liability of that section. Such certification will not be
deemed to be incorporated by reference into any filing under
the Securities Act of 1933 or the Exchange Act, except to the
extent that the registrant specifically incorporates it by
reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
ASA (Bermuda) Limited
Date: January 28, 2005 By: /s/ Robert J.A. Irwin
------------------------------------------
Robert J.A. Irwin
Chairman of the Board, President and Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, this report has been signed below by the
following person on behalf of the registrant and in the capacities and on the
date indicated.
Date: January 28, 2005 By: /s/ Robert J.A. Irwin
------------------------------------------
Robert J.A. Irwin
Chairman of the Board, President and Treasurer