- Notification of the appointment of an agent for service by certain foreign institutions (F-N)
31 Mars 2009 - 7:50PM
Edgar (US Regulatory)
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UNITED
STATES
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OMB APPROVAL
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SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-N
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OMB
Number: 3235-0411
Expires: October 31, 2009
Estimated average burden
hours per response. . . . . . 1.0
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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.
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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:
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1.
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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);
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2.
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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
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3.
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a foreign issuer that is excepted from the definition of investment
company by rule 3a-l [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.
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II.
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Notwithstanding
paragraph (I), the following foreign issuers are not required to file
Form F-N:
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1.
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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
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2.
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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.
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III.
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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.
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A.
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Name of
issuer or person filing (Filer):
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Arch Capital Group Ltd.
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B.
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This is (select one):
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x
an original filing for the Filer
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o
an amended filing for the Filer
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C.
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Identify the filing in conjunction with which this Form is being
filed:
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Names of registrants
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Arch Capital Group Ltd. and Arch Capital
Group (U.S.) Inc.
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Filed by
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Arch Capital Group Ltd. and Arch Capital
Group (U.S.) Inc.
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Date Filed (if filed concurrently, so
indicate)
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Filed concurrently
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D.
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The Filer is incorporated or organized under the laws of (Name of the
jurisdiction under whose laws the filer is organized or incorporated)
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Bermuda
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and has its principal place of business at
(Address in full and telephone number)
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Wessex House, 45 Reid Street, Hamilton, HM 12, Bermuda (441) 278-9250
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SEC 2306 (10-06)
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Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a
currently valid OMB control number.
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E.
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The Filer designates and appoints (Name of United States person
serving as agent)
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National Registered Agents, Inc.
(Agent)
located at (Address in full in the United States and telephone number)
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875 Avenue of the Americas, Suite 501,
New York, NY 10001; (800) 767-1553
as the agent
of the Filer upon whom may be served
any process, pleadings, subpoenas, or other papers in:
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(a)
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any investigation or administrative proceeding conducted by the
Commission, and
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(b)
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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,
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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)
S-3
filed on (Date)
March 31,
2009
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.
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F.
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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 Filers 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 Agents
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.
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G.
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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 of attorney, consent, stipulation and agreement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
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City of Hamilton
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Country of Bermuda
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this 31st day March 2009 A.D.
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Filer:
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By (Signature and Title):
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Arch Capital Group Ltd.
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/s/
Constantine
Iordanou
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This statement has been signed by the following persons in the
capacities and on the dates indicated.
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National Registered Agents, Inc.
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(Signature)
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/s/ Gary Sherman
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(Title)
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Gary Sherman, Assistant
Secretary
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(Date)
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March 31, 2009
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Instructions
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1.
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The power of attorney,
consent, stipulation and agreement shall be signed by the Filer and its
authorized Agent in the United States.
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2.
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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 aboard 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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SECs 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. §3507.
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