U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM F-X
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING
A. Name of issuer or person filing ("Filer"):
Inco Limited
B. This is [check 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 Inco Limited
Form type Registration Statement on Form F-10
File Number (if known) not known
Filed by Inco Limited
Date Filed (if filed concurrently, so indicate)
Being filed concurrently
D. The Filer is incorporated or organized under the laws of Canada and has its
principal place of business at 145 King Street, Suite 1500, Toronto,
Ontario, Canada M5H 4B7, telephone (416) 361-7511.
E. The Filer designates and appoints CT Corporation System ("Agent"), located
at 111 8th Avenue, New York, New York 10011 (212) 894-8940, 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 of any of its territories or
possessions, or of the District of Columbia, where the investigation,
proceeding or cause of action arises out of or
relates to or concerns (i) any offering made or purported to be made
in connection with the securities registered or qualified by the Filer
on Form F-10 (together with combined Form TO and Schedule 13E-3 ) on
April 22, 2003, or any purchases or sales of any security in
connection therewith; (ii) the securities in relation to which the
obligation to file an annual report on Form 40-F arises, or any
purchases or sales of such securities; (iii) any tender offer for the
securities of a Canadian issuer with respect to which filings are made
by the Filer with the Commission on Schedule 13E-4F, 14D-1F or 14D-9F;
or (iv) the securities in relation to which the Filer acts as trustee
pursuant to an exemption under Rule 10a-5 under the Trust Indenture
Act of 1939. 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 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 in connection with:
(a) the use of Form F-9, F-10, 40-F or SB-2 or Schedule 13E-3, 13E-4F,
14D-1F or 14D-9F or Form TO stipulates and agrees to appoint a successor
agent for service of process and file an amended Form F-X 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 the issuer of the securities to which such Forms and Schedules relate
has ceased reporting under the Exchange Act;
(b) the use of Form F-8, Form F-80 or Form CB stipulates and agrees to
appoint a successor agent for service of process and file an amended Form
F-X 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 following the effective date of the latest amendment to such Form
F-8, Form F-80 or Form CB;
(c) its status as trustee with respect to securities registered on
Form F-7, F-8, F-9, F-10, F-80 or SB-2 stipulates and agrees to appoint a
successor agent for service of process and file an amended Form F-X if the
Filer discharges the Agent or the Agent is unwilling or unable to accept
service on behalf of the Filer at any time during which any of the
securities subject to the indenture remain outstanding; and
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(d) the use of Form 1-A or other Commission form for an offering
pursuant to Regulation A stipulates and agrees to appoint a successor agent
for service of process and file an amended Form F-X 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
last sale of securities in reliance upon the Regulation A exemption.
Each 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 form in conjunction with which
the amendment is being filed.
G. Each person filing this Form, other than a trustee filing in accordance with
General Instruction I.(a) of 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 Forms, Schedules and offering
statements described in General Instructions I.(a), I.(b), I.(c), I.(d), and
I.(f) of this Form, as applicable; the securities to which such Forms,
Schedules and offering statements relate; and the transactions in such
securities.
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The Filer certifies that it has duly caused this power of attorney, consent,
stipulation and agreement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Toronto, Province of Ontario, Canada,
this 17th day of April, 2003.
Filer: INCO LIMITED
By: /S/ Julie A. Lee Harrs
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Name: Julie A. Lee Harrs
Title: Associate General Counsel and Assistant Secretary
This statement has been signed by the following person in the capacity and
on the date indicated.
Agent: CT Corporation System
By: /S/ ROBIN LAPETERS
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Name: Robin LaPeters
Title: Assistant Secretary
Date: April 17, 2003
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