UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-N
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS
BY FOREIGN BANKS AND FOREIGN INSURANCE
COMPANIES AND CERTAIN OF THEIR HOLDING COMPANIES
AND FINANCE SUBSIDIARIES MAKING PUBLIC OFFERINGS
OF SECURITIES IN THE UNITED STATES
GENERAL INSTRUCTIONS
I. FORM F-N SHALL BE FILED WITH THE COMMISSION IN CONNECTION WITH THE FILING
OF A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BY:
1. a foreign issuer that is a foreign bank or foreign insurance company
excepted from the definition of an investment company by rule 3a-6 [17
CFR 270.3a-6] under the Investment Company Act of 1940 (the "1940
Act");
2. a foreign issuer that is a finance subsidiary of a foreign bank or
foreign insurance company, as those terms are defined in rule 3a-6
under the 1940 Act, if such finance subsidiary is excepted from the
definition of investment company by rule 3a-5 [17 CFR 270.3a-5] under
the 1940 Act; or
3. a foreign issuer that is excepted from the definition of investment
company by rule 3a-1 [17 CFR 270.3a-1] under the 1940 Act because some
or all of its majority-owned subsidiaries are foreign banks or foreign
insurance companies excepted from the definition of investment company
by rule 3a-6 under the 1940 Act.
II. NOTWITHSTANDING PARAGRAPH (I), THE FOLLOWING FOREIGN ISSUERS ARE NOT
REQUIRED TO FILE FORM F-N:
4. a foreign issuer that has filed form F-X [17 CFR 239.42] under the
Securities Act of 1933 with the Commission with respect to the
securities being offered; and
5. a foreign issuer filing a registration statement to debt securities or
non-voting preferred stock that has on file with the Commission a
currently accurate Form N-6C9 [17 CFR 274.304, rescinded] under the
1940 Act.
III. SIX COPIES OF THE FORM F-N, ONE OF WHICH SHALL BE MANUALLY SIGNED, SHALL BE
FILED WITH THE COMMISSION AT ITS PRINCIPAL OFFICE. A FORM F-N FILED IN
CONNECTION WITH ANY OTHER COMMISSION FORM SHOULD NOT BE BOUND TOGETHER WITH
OR BE INCLUDED ONLY AS AN EXHIBIT TO, SUCH OTHER FORM.
A. Name of issuer or person filing ("Filer"):
Castlewood Holdings Limited
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B. This is (select one);
[X] an original filing for the Filer
[ ] an amended filing for the Filer
C. Identify the filing in conjunction with which this Form is being
filed:
Name of registrant
Castlewood Holdings Limited
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Form type
Registration Statement on Form S-4
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File Number (if known)
333-135699
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Filed by
Castlewood Holdings Limited
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Date Filed (if filed concurrently, so indicate)
July 11, 2006
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D. The filer is incorporated or organized under the Laws of (Name of the
jurisdiction under whose Laws the filer is organized or incorporated)
Bermuda
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and has its principal place of business at (Address in full and telephone
number)
P.O. Box HM 2267, Windsor Place, 3rd Floor, 18 Queen Street
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Hamilton HM JX, Bermuda
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Telephone: (441) 292-3645
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E. The Filer designates and appoints Corporation Service Company
("Agent") Located at 80 State Street, Albany, New York 12207-2543,
Tel: 1-800-927-9800 as the agent of the filer upon whom may be
served any process; pleadings, subpoenas, or other papers in:
(a) any investigation or administrative proceeding conducted by the
Commission, and
(b) any civil suit or action brought against the Filer or to which the
Filer has been joined as defendant or respondent, in any appropriate
court in any place subject to the jurisdiction of any state or of the
United States or any of its territories or possessions or of the
District of Columbia, arising out of or based on any offering made or
purported to be made in connection with the securities registered by
the filer on form S-4 filed on July 11, 2006 (as amended) or any
purchases or sales of any security in connection therewith. The Filer
stipulates and agrees that any such civil suit or action or
administrative proceeding may be commenced by the service of process
upon, and that service of an administrative subpoena shall be effected
by service upon, such agent for service of process, and that the
service as aforesaid shall be taken and held in all courts and
administrative tribunals to be valid and binding as if personal
service thereof had been made.
F. Each person filing this Form stipulates and agrees to appoint a
successor agent for service of process and file an amended form F-N if
the Filer discharges the Agent or the Agent is unwilling or unable to
accept service on behalf of the Filer at any time until six years have
elapsed from the date of the Filer's last registration statement or
report, or amendment to any such registration statement or report,
filed with the Commission under the Securities Act of 1933 or
Securities Exchange Act of 1934. Filer further undertakes to advise
the Commission promptly of any change to the Agent's name or address
during the applicable period by amendment of this Form referencing the
file number of the relevant registration form in conjunction with
which the amendment is being filed.
G. Each person filing this form undertakes to make available, in person
or by telephone, representatives to respond to inquiries made by the
Commission staff, and to furnish promptly when requested to do so by
the Commission staff information relating to the securities registered
pursuant to the form referenced in paragraph E or transactions in said
securities.
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The Filer certifies that it has duly caused this power to attorney, consent,
stipulation and agreement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the
City of Hamilton Country of Bermuda
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this twelfth day of December 2006 A.D.
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Filer: By (Signature and Title):
Castlewood Holdings Limited /s/ Richard J. Harris
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Name: Richard J. Harris
Title: Chief Financial Officer
This statement has been signed by the following persons in the capacities and on
the dates indicated.
(Signature) /s/ Carol Dolor
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(Name) Carol Dolor
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(Title) Assistant V.P. of Corporation Service Company
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(Date) December 12, 2006
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Instructions
1. The power of attorney, consent, stipulation and agreement shall be
signed by the Filer and its authorized Agent in the United States.
2. The name of each person who signs Form F-N shall be typed or printed
beneath his signature. Where any name is signed pursuant to a board
resolution, a certified copy of the resolution shall be filed with
each copy of the Form. If any name is signed pursuant to a power of
attorney, a manually signed copy of each power of attorney shall be
filed with each copy of the Form.
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