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"): MONTREAL TRUST COMPANY OF CANADA
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: BRASCAN CORPORATION
Form type: F-9
File Number (if known):
Filed by: BRASCAN CORPORATION
Date Filed
(if filed concurrently, so indicate): FILED CONCURRENTLY
D. The Filer is incorporated or organized under the laws of:
CANADA
and has its principal place of business at:
100 UNIVERSITY AVENUE
9TH FLOOR, NORTH TOWER
TORONTO, ONTARIO, CANADA M5J 2Y1
(416) 981-9500
E. The Filer designates and appoints:
CT CORPORATION SYSTEM
111 EIGHTH AVENUE
13TH FLOOR
NEW YORK, NEW YORK
10011
(212)894-8940
as the agent ("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 securities registered or qualified by the Registrant on
Form F-9 on June 11, 2002 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 Filer stipulates and agrees (a) 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 Registrant has
ceased reporting under the Securities Exchange Act of 1934 and (b) 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. 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.(e) 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.
* * *
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, Country of
Canada this 10th day of June, 2002.
MONTREAL TRUST COMPANY OF CANADA
By: /s/ Larry Green
------------------------------------
Name: Larry Green
Title: Manager, Client Services
By: /s/ Andrew Ruzza
------------------------------------
Name: Andrew Ruzza
Title: Trust Officer
This statement has been signed by the following person in the capacity
indicated as of this 10th day of June, 2002.
CT CORPORATION SYSTEM
an Agent for service of process for
Montreal Trust Company of Canada
By: /s/ Hillary A. England
-------------------------------------
Name: Hillary A. England
Title: Assistant Secretary