Exhibit 99.1
UNITED STATES
SECURITIES AND EXCHANGES 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:
1. 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
2. a foreign issuer filing a registration statement relating 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Commission a currently accurate Form N-6C9 17 CFR 274.304, rescinded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"): Aspen Insurance Holdings
Limited
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: Aspen Insurance Holdings Limited
Form type: Form F-1
File Number (if known): 333-110435
Filed by: Aspen Insurance Holdings Limited
Date Filed (if filed concurrently, so indicate): Amendment No. 1 to
F-1 filed concurrently herewith
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
and has its principal place of business at (Address in full and
telephone number)
Victoria Hall, 11 Victoria Street, Hamilton HM 11, Bermuda
(Telephone: 441-295-8201)
E. The filer designates and appoints (Name of United States person
serving as agent)
CT Corporation System ("Agent") located at (Address in full in the
United States and telephone number)
111 Eighth Avenue, New York, NY 10011, (Telephone: 212-894-8600) 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 (Name of
Form) F-1 filed on (Date) November 12, 2003, as amended or any
purchases or sales of any security in connection therewith. The
Filer stipulates and agrees
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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.
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 Hamilton, Country of Bermuda
this 25th day of November, 2003
Filer: Aspen Insurance Holdings Limited
By (Signature and Title):
/s/ Julian Cusack
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Name: Julian Cusack
Title: Chief Financial Officer
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This statement has been signed by the following persons in the capacities and on
the dates indicated.
(Signature) /s/ Sheila Clark
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Name: Sheila Clark
-----------------------------------------
(Title) Team Leader (CT Corporation)
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(Date) November 25, 2003
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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.
SEC'S COLLECTION OF INFORMATION
An agency may not conduct or sponsor, and a person is not required to respond
to, a collection of information unless it displays a currently valid control
number. Filing of this Form is mandatory. Rule 489 under the Securities Act of
1933 [17 CFR 230.489] requires foreign banks and foreign insurance companies and
holding companies and finance subsidiaries of foreign banks and foreign
insurance companies that are excepted from the definition of "investment
company" by virtue of rules 3a-1,3a-5, and 3a-6 under the Investment Company Act
of 1940 to file Form F-N to appoint an agent for service of process in the
United States when making a public offering of securities. The information
collected on Form F-N is publicly available. Any member of the public may direct
to the Commission any comments concerning the accuracy of the burden estimate of
this Form and any suggestions for reducing the burden of the Form. This
collection of information has been reviewed by the Office of Management and
Budget in accordance with the clearance requirements of 44 U.S.C. Section 3507.
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