UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-X
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING
GENERAL INSTRUCTIONS
I. Form F-X shall be filed with the Commission:
(a) by any issuer registering securities on Form F-8, F-9, F-10 or F-80
under the Securities Act of 1933;
(b) by any issuer registering securities on Form 40-F under the
Securities Exchange Act of 1934 (the "Exchange Act");
(c) by any issuer filing a periodic report on Form 40-F, if it has not
previously filed a Form F-X in connection with the class of securities
in relation to which the obligation to file a report on Form 40-F
arises;
(d) by any issuer or other non-U.S. person filing tender offer
documents on Schedule 13E-4F, 14D-1F or 14D-9F;
(e) by any non-U.S. person acting as trustee with respect to securities
registered on Form F-7, F-8, F-9, F-10, F-80, or SB-2; and
(f) by a Canadian issuer qualifying an offering statement pursuant to
the provisions of Regulation A, or reg
(g) by any non-U.S. issuer providing Form CB to the Commission in
connection with a tender offer, rights offering or business
combination.
A Form F-X filed in connection with any other Commission form should no be bound
together with or be included only as an exhibit to, such other form.
II. Six copies of the Form F-X, one of which must be manually signed, shall
be filed with the Commission as its principal office.
A. Name of issuer or person filing ("Filer"): ADVANTAGE ENERGY INCOME FUND
B. (1) This is [check one]
[X] an original filing for the Filer
[_] an amended filing for the Filer
(2) Check the following box if you are filing the Form F-X in
paper in accordance with Regulation S-T Rule 101(b)(9) [_]
Note: Regulation S-T Rule 101(b)(9) only permits the filing of the Form F-X in
paper:
(a) if the party filing or submitting the Form CB is not subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act; or
(b) if filed by a Canadian issuer when qualifying an offering statement
pursuant to the provisions of Regulation A (230.251 - 230.263 of this
chapter).
(3) A filer may also file the Form F-X in paper under a hardship
exemption provided by Regulation S-T Rule 201 or 202 (17 CFR
232.201 or 232.202). When submitting the Form F-X in paper
under a hardship exemption, a filer must provide the legend
required by Regulation S-T Rule 201(a)(2) or 202(c) (17 CFR
232.201(a)(2) or 232.202(c)) on the cover page of the Form
F-X.
C. Identify the filing in conjunction with which this Form is being filed:
Name of registrant: ADVANTAGE ENERGY INCOME FUND
Form type: 40-F
File Number (if known):
--------------------------
Date Filed (if filed concurrently, so indicate: CONCURRENTLY - NOVEMBER 15,
2005
D. The Filer is incorporated or organized under the laws of ALBERTA,
CANADA and has its principal place of business at
3100, 150 - 6TH AVENUE S.W., CALGARY, ALBERTA, CANADA T2P 3Y7
(403) 261-8810
E. The Filer designates and appoints
CORPORATION SERVICE COMPANY (CSC) (THE "AGENT")
1133 AVENUE OF AMERICAS
31ST FLOOR NEW YORK, NY 10036
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 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 40-F ON NOVEMBER 15, 2005
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-4F, 14D-1F or
14D-9F 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
(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.
H. 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 Calgary, Province of
Alberta Country of Canada this 15th day of November, 2005.
ADVANTAGE ENERGY INCOME FUND (the
Registrant) by Advantage Oil & Gas Ltd.
------------------------------ By: /s/ Peter Hanrahan
Filer: ----------------------------------
Peter Hanrahan
Vice President, Finance and Chief
Financial Officer
This statement has been signed by the following persons in the capacities and on
the dates indicated.
/s/ Judith Reyes
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(Signature)
Assistant Secretary
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(Title)
11-15-05
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(Date)
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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-X shall be typed or
printed beneath such person's signature. Any person who occupies
more than one of the specified positions shall indicate each
capacity in which such person signs Form F-X. If any name is
signed pursuant to a board resolution, a copy of the resolution
shall be filed with each copy of Form F-X. A certified copy of
such resolution shall be filed with the manually signed copy of
Form F-X. If any name is signed pursuant to a power of attorney, a
copy of the power of attorney shall be filed with each copy of
Form F-X. A manually signed copy of such power of attorney shall
be filed with the manually signed copy of Form F-X.
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