SEC Comment Letter for BANK OF MONTREAL (BMO) — Jul 31, 2013
BANK OF MONTREAL /CAN/ (BMO, BERZ, BNKD, BNKU, BULZ, CARD, CARU, DULL, FLYD, FLYU, FNGD, FNGO, FNGS, FNGU, GDXD, GDXU, JETD) (CIK 0000927971)
Date: July 31, 2013 · CIK: 0000927971 · Accession: 0000000000-13-041846
AI Filing Summary & Sentiment
Reasoning
Letter
July 30, 2013 Via E -mail Colleen Hennessy Bank of Montreal 111 West Monroe Street, P.O. Box 755 Chicago, Illinois 60690
Re: Bank of Montreal Registration Statement on Form F -3 Filed July 3, 2013 File No. 333 -189814
Dear Ms. Hennessy:
We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
General
1. Please note that it is not appropriate to qualify the disclosure in your filing by reference to statutes, regulations, or other sources. Please revise your disclosure to eliminate such qualifications and indicate that all material information is contained in the prospectus supplement and related exhibits.
2. We note that BMO Covered Bond Guarantor Limited Partnership, as co -registrant, has not also filed this registration statement with its own CIK number. Please revise with your next amended filing.
3. We note that you reference, but did not include, a form of Prospectus Supplement in your Form F -3. Please be aware that we need to review the form of Prospectus Supplement in order to complete a review of the Prospectus, as well as confirm compliance with Regulation AB disclosure requirements. Please amend your filing accordingly. Refer to
Colleen Hennessy Bank of Montreal July 30, 2013 Page 2
Item 1103(a) of Regulation AB for a list of items that should be included in a prospectus summary.
4. Please ensure that you have provided all of the information required under Items 1105(b) and 1111 (including paragraphs (b) and (c)) of Regulation AB. It appears you are missing disclosure relating to, without limitation, delinquencies, obligor credit quality and material pool characteristics. Please revise accordingly o r advise.
5. Please ensure that you have provided all of the information required under Item 1104(e) of Regulation AB. It appears you are missing disclosure required by Exchange Act Rule 15Ga -1(a). Please revise accordingly or advise.
Forward -Looking Stat ements, page 3
6. Please revise this section to clearly state that the “safe harbor” provisions will not apply to statements made by the Guarantor.
Summary, page 7
7. We note your use of acronyms here and throughout the prospectus. Please define acronyms upon first use.
Program Structure Diagram, page 10
8. Please revise your program structure diagram to indicate who will receive and who will pay the interest (if any) on the covered bonds once they have been issued and sold.
Summary of the Covered Bond Pro gram, page 11
9. We note your reference at the top of page 13 to “Condition 5” and similar references throughout the prospectus. Please clarify that these “Conditions” are part of the Terms and Conditions of the Covered Bonds, as listed on page 58.
Taxatio n, page 15
10. Please provide a cross -reference, where appropriate, to your discussion of who qualifies as a “specified shareholder” on page 211.
Status of the Covered Bonds, page 16
11. Please revise your disclosure here and on page 54 to clarify the “certain limited circumstances” in which the covered bonds would not constitute deposits.
Colleen Hennessy Bank of Montreal July 30, 2013 Page 3
Risk Factors, page 20
12. We note that certain of your risk factor subcaptions do not adequately describe the risk discussed, as required by Item 503(c) of Regulation S -K. Please revise the following subcaptions to provide a clear statement of the risk presented:
Bankruptcy or I nsolvency Risk (page 28); Risks particular to ReadiLine Loans (page 33); Changes of law (page 38); Exchange rate risks and exchange controls (page 40); Interest rate risks (page 41); Canadian usury laws (page 43); and Interest of Dealers (page 44).
13. Please revise your risk factor disclosure where appropriate to discuss risks related to the following:
The Bond Trustee not being obligated to serve an Issuer Acceleration Notice on the Bank or Guarantor Acceleration Notice on the Guarantor; The Bond Tru stee not being required to seek enforcement of the provisions of the Trust Deed and the covered bonds; and Reliance on the Bank as the swap provider, including any related conflicts, if applicable.
Risks relating to the covered bonds generally, page 20
The Guarantor may not be able to sell Loans prior to maturity . . . , page 25
14. Please revise to explain when the sale of Selected Loans will be subject to the prior written approval of the Bond Trustee or will require the Bond Trustee to release the Loans and their Related Security. We note your disclosure on page 146.
Reliance on certain transaction parties, page 26
The Guarantor and the covered bondholders place significant reliance . . . , page 26
15. We note your reference here and elsewhere to m inimum credit ratings required to be maintained by the Bank. Please revise to clarify these minimum credit ratings.
Limitations on recourse to the Seller …, page 34
16. We note your disclosure that the Guarantor will be entitled to require the Seller to repurchase the Loan and Related Security. Please revise to discuss why the Guarantor
Colleen Hennessy Bank of Montreal July 30, 2013 Page 4
might not require the Seller to repurchase the Loan and Related Security and any associated risks.
Interest obligations may be greater than the monthly installment…, page 37
17. At the end of this discussion please clarify the risk that increased interest obligations pose to covered bond investors specifically.
Issuance of covered bonds i n book -entry form… , page 40
18. Please expand your disclosure to identify some of the types of investors that may not be able to hold securities in book -entry form and to explain the impact of book -entry issuance on pledging.
Description of the Covered Bonds, page 54
General, page 54
19. We note your disclosure that you may issue covered bon ds in amounts that exceed the total amount specified on the cover of the prospectus supplement at any time without the consent of the holders of covered bonds and without notifying them. Please tell us whether you would amend your prospectus supplement or file a new prospectus supplement.
Pre-Maturity Liquidity, page 56
20. Please describe the “certain actions” that the Guarantor is required to undertake upon the failure or breach of the Pre -Maturity Test.
Valuation Calculation, page 57
21. Please revise your disclosure to state how often the Guarantor is required to perform the Valuation Calculation.
Terms and Conditions, page 57
Condition 7 (Taxation), page 59
22. Please provide a brief summary of the “certain conditions” in which the Bank will not pay additional amounts sufficient so that the holder will receive the same net amount that would have been received absent the tax or other duty, assessment or charge.
Colleen Hennessy Bank of Montreal July 30, 2013 Page 5
Condition 14 (Meetings of Covered Bondholders…), page 60
23. Please provide a brief summary of the “certain modifications” that the Bond Trustee, the Guarantor and the Bank may agree to without the consent of h olders of covered bonds of any series.
Terms and Conditions of the Covered Bonds, page 61
4.1 Interest on Fixed Rate Covered Bonds, page 66
24. We note that the term “Broken Amount” will be defined in the applicable prospectus supplement; however, please revise your disclosure on pages 66 and 226 to gener ally describe the term.
Summary of the Principal Documents, page 106
25. We note your use of defined terms in this section to refer to various participants in the covered bond program, such as the Cash Manager, Account Manager, Account Bank, GDA Provider, I nterest Rate Swap Provider, and Covered Bond Swap Provider. Please revise your discussion of each agreement as appropriate to clarify the various roles that will initially be performed by the Bank. Prospectus Supplement , page 106
26. We note your statement that “a review by the Bank of randomly selected Loans in the Portfolio will be described in the prospectus supplement,” which contemplates a review of the loans. Please include, in a form of Prospectus Supplement, a description of t he asset review process that will be undertaken. Refer to Securities Act Rule 193 and Item 1111(a)(7) of Regulation AB.
Mortgage Sale Agreement – ReadiLine Accounts, page 118
27. We note your statement that the Bank expects that the Portfolio will from time to time include ReadiLine loans . Please include disclosure in the appropriate location of the percentage of the value of the covered bond portfolio loans that are ReadiLine loans.
Mortgage Sale Agreement – Repurchase of Loans, page 125
28. Since the Guarantor is an affiliate of the Bank, please include a discussion of the conflicts associated with the repurchase provisions given that the Seller, which may be the Bank or another a ffiliate of the Bank, is the obligated party to repurchase.
Colleen Hennessy Bank of Montreal July 30, 2013 Page 6
Mortgage Sale Agreement – Defaulted Loans, page 126
29. Since the Cash Manager is the Bank, please include a discussion of the conflicts associated with the identification of Defaulted Loans in the Portfolio given that the Seller, which may be the Bank or another affiliate of the Bank, is the obligated party to repurchase.
Covered Bond Swap Agreement, page 153
30. Please revise to describe the “other risks” against which this agreement pr ovides a hedge.
Standby Bank Account Agreement, page 158
31. Please revise this section to name the Standby Account Bank and Standby GDA Provider. Also, please reconcile your use of the terms “Stand -by” GDA Provider and the “Standby” GDA Provider.
Guaranteed Deposit Account Contract, page 160
32. Please revise this section and the following section to clarify the interest rates applicable to your guaranteed deposit account and stand -by guaranteed deposit account.
Portfolio, page 181
33. Please include a discussion of the process and criteria for selecting loans for sale to the Guarantor for inclusion in the Portfolio, and for selecting Randomly Selected Loans and Selected Loans for sale by the Guarantor. Refer to Item 1111(a)(4) of Regulation AB.
Characteristics of the Loans, page 1 81
34. We note your statement that mortgage loans originated by the Bank are secured by a first mortgage on the related residential property and are full recourse against the borrowers, subject to exceptions in Alberta and Sas katchewan. Please include disclosure of the percentage of the value of the covered bond portfolio loans that are related to residential properties in Alberta and Saskatchewan.
35. We note your statement that the Bank may make more than one mortgage loan and provide home equity lines of credit to a borrower under a single loan agreement, in which case such loan and home equity line of credit will be subject to cross -default. Please include disclosure of the percentage of the value of the covered bond portfoli o loans that are subject to cross -default provisions.
Colleen Hennessy Bank of Montreal July 30, 2013 Page 7
Loan Origination and Lending Criteria – Credit Adjudication , page 1 85
36. We note your disclosure that any consumer credit decision that is not an ALD -generated approval, and all mortgage specialist loans, are adjudicated by the Bank’s Credit Department. Please revise, where appropriate, to comply with Item 1111(a)(8).
Description of the Canadian Regist ered Covered Bond…, page 190
37. Please revise your disclosure to define the capitalized term “Registry,” as used on pages 190 and 192.
38. We note your statement that the Guarantor may hold substitute assets that may consist of securities and repos of securities . Note that if you contemplate including securities in the portfolio, consideration must be given to whether the registration of those securities would be required under the Securities Act of 1933 . Please confirm that you will fil e a new registration statement if the portfolio includes securities that would require registration due to their inclusion in the covered bond portfolio.
Glossary, page 223
39. Please eliminate references in this section to exhibits or outside sources such as “as set out in Schedule 1 to the Trust Deed,” or “each as defined in each of the Swap Agreements.”
Item 9. Exhibits, page II -3
40. Please file the exhibits with your next amendment.
We urge all persons who are responsible for the accuracy and adequac y of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 1933 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement please provide a written st atement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
Colleen Hennessy Bank of Montreal July 30, 2013 Page 8
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please refer to Rules 460 and 461 regarding reques ts for acceleration. We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Ramin Olson at (202) 551 -3331 or Laura Crotty at (202) 551 -3563 with any questions you may have.
Sincerely,
/s/ Laura Crotty for
Show Raw Text
July 30, 2013
Via E -mail
Colleen Hennessy
Bank of Montreal
111 West Monroe Street, P.O. Box 755
Chicago, Illinois 60690
Re: Bank of Montreal
Registration Statement on Form F -3
Filed July 3, 2013
File No. 333 -189814
Dear Ms. Hennessy:
We have reviewed your registration statement and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
General
1. Please note that it is not appropriate to qualify the disclosure in your filing by reference to
statutes, regulations, or other sources. Please revise your disclosure to eliminate such
qualifications and indicate that all material information is contained in the prospectus
supplement and related exhibits.
2. We note that BMO Covered Bond Guarantor Limited Partnership, as co -registrant, has
not also filed this registration statement with its own CIK number. Please revise with
your next amended filing.
3. We note that you reference, but did not include, a form of Prospectus Supplement in your
Form F -3. Please be aware that we need to review the form of Prospectus Supplement in
order to complete a review of the Prospectus, as well as confirm compliance with
Regulation AB disclosure requirements. Please amend your filing accordingly. Refer to
Colleen Hennessy
Bank of Montreal
July 30, 2013
Page 2
Item 1103(a) of Regulation AB for a list of items that should be included in a prospectus
summary.
4. Please ensure that you have provided all of the information required under Items 1105(b)
and 1111 (including paragraphs (b) and (c)) of Regulation AB. It appears you are
missing disclosure relating to, without limitation, delinquencies, obligor credit quality
and material pool characteristics. Please revise accordingly o r advise.
5. Please ensure that you have provided all of the information required under Item 1104(e)
of Regulation AB. It appears you are missing disclosure required by Exchange Act Rule
15Ga -1(a). Please revise accordingly or advise.
Forward -Looking Stat ements, page 3
6. Please revise this section to clearly state that the “safe harbor” provisions will not apply
to statements made by the Guarantor.
Summary, page 7
7. We note your use of acronyms here and throughout the prospectus. Please define
acronyms upon first use.
Program Structure Diagram, page 10
8. Please revise your program structure diagram to indicate who will receive and who will
pay the interest (if any) on the covered bonds once they have been issued and sold.
Summary of the Covered Bond Pro gram, page 11
9. We note your reference at the top of page 13 to “Condition 5” and similar references
throughout the prospectus. Please clarify that these “Conditions” are part of the Terms
and Conditions of the Covered Bonds, as listed on page 58.
Taxatio n, page 15
10. Please provide a cross -reference, where appropriate, to your discussion of who qualifies
as a “specified shareholder” on page 211.
Status of the Covered Bonds, page 16
11. Please revise your disclosure here and on page 54 to clarify the “certain limited
circumstances” in which the covered bonds would not constitute deposits.
Colleen Hennessy
Bank of Montreal
July 30, 2013
Page 3
Risk Factors, page 20
12. We note that certain of your risk factor subcaptions do not adequately describe the risk
discussed, as required by Item 503(c) of Regulation S -K. Please revise the following
subcaptions to provide a clear statement of the risk presented:
Bankruptcy or I nsolvency Risk (page 28);
Risks particular to ReadiLine Loans (page 33);
Changes of law (page 38);
Exchange rate risks and exchange controls (page 40);
Interest rate risks (page 41);
Canadian usury laws (page 43); and
Interest of Dealers (page 44).
13. Please revise your risk factor disclosure where appropriate to discuss risks related to the
following:
The Bond Trustee not being obligated to serve an Issuer Acceleration Notice on
the Bank or Guarantor Acceleration Notice on the Guarantor;
The Bond Tru stee not being required to seek enforcement of the provisions of the
Trust Deed and the covered bonds; and
Reliance on the Bank as the swap provider, including any related conflicts, if
applicable.
Risks relating to the covered bonds generally, page 20
The Guarantor may not be able to sell Loans prior to maturity . . . , page 25
14. Please revise to explain when the sale of Selected Loans will be subject to the prior
written approval of the Bond Trustee or will require the Bond Trustee to release the
Loans and their Related Security. We note your disclosure on page 146.
Reliance on certain transaction parties, page 26
The Guarantor and the covered bondholders place significant reliance . . . , page 26
15. We note your reference here and elsewhere to m inimum credit ratings required to be
maintained by the Bank. Please revise to clarify these minimum credit ratings.
Limitations on recourse to the Seller …, page 34
16. We note your disclosure that the Guarantor will be entitled to require the Seller to
repurchase the Loan and Related Security. Please revise to discuss why the Guarantor
Colleen Hennessy
Bank of Montreal
July 30, 2013
Page 4
might not require the Seller to repurchase the Loan and Related Security and any
associated risks.
Interest obligations may be greater than the monthly installment…, page 37
17. At the end of this discussion please clarify the risk that increased interest obligations pose
to covered bond investors specifically.
Issuance of covered bonds i n book -entry form… , page 40
18. Please expand your disclosure to identify some of the types of investors that may not be
able to hold securities in book -entry form and to explain the impact of book -entry
issuance on pledging.
Description of the Covered Bonds, page 54
General, page 54
19. We note your disclosure that you may issue covered bon ds in amounts that exceed the
total amount specified on the cover of the prospectus supplement at any time without the
consent of the holders of covered bonds and without notifying them. Please tell us
whether you would amend your prospectus supplement or file a new prospectus
supplement.
Pre-Maturity Liquidity, page 56
20. Please describe the “certain actions” that the Guarantor is required to undertake upon the
failure or breach of the Pre -Maturity Test.
Valuation Calculation, page 57
21. Please revise your disclosure to state how often the Guarantor is required to perform the
Valuation Calculation.
Terms and Conditions, page 57
Condition 7 (Taxation), page 59
22. Please provide a brief summary of the “certain conditions” in which the Bank will not
pay additional amounts sufficient so that the holder will receive the same net amount that
would have been received absent the tax or other duty, assessment or charge.
Colleen Hennessy
Bank of Montreal
July 30, 2013
Page 5
Condition 14 (Meetings of Covered Bondholders…), page 60
23. Please provide a brief summary of the “certain modifications” that the Bond Trustee, the
Guarantor and the Bank may agree to without the consent of h olders of covered bonds of
any series.
Terms and Conditions of the Covered Bonds, page 61
4.1 Interest on Fixed Rate Covered Bonds, page 66
24. We note that the term “Broken Amount” will be defined in the applicable prospectus
supplement; however, please revise your disclosure on pages 66 and 226 to gener ally
describe the term.
Summary of the Principal Documents, page 106
25. We note your use of defined terms in this section to refer to various participants in the
covered bond program, such as the Cash Manager, Account Manager, Account Bank,
GDA Provider, I nterest Rate Swap Provider, and Covered Bond Swap Provider. Please
revise your discussion of each agreement as appropriate to clarify the various roles that
will initially be performed by the Bank.
Prospectus Supplement , page 106
26. We note your statement that “a review by the Bank of randomly selected Loans in the
Portfolio will be described in the prospectus supplement,” which contemplates a review
of the loans. Please include, in a form of Prospectus Supplement, a description of t he
asset review process that will be undertaken. Refer to Securities Act Rule 193 and Item
1111(a)(7) of Regulation AB.
Mortgage Sale Agreement – ReadiLine Accounts, page 118
27. We note your statement that the Bank expects that the Portfolio will from time to time
include ReadiLine loans . Please include disclosure in the appropriate location of the
percentage of the value of the covered bond portfolio loans that are ReadiLine loans.
Mortgage Sale Agreement – Repurchase of Loans, page 125
28. Since the Guarantor is an affiliate of the Bank, please include a discussion of the conflicts
associated with the repurchase provisions given that the Seller, which may be the Bank or
another a ffiliate of the Bank, is the obligated party to repurchase.
Colleen Hennessy
Bank of Montreal
July 30, 2013
Page 6
Mortgage Sale Agreement – Defaulted Loans, page 126
29. Since the Cash Manager is the Bank, please include a discussion of the conflicts
associated with the identification of Defaulted Loans in the Portfolio given that the Seller,
which may be the Bank or another affiliate of the Bank, is the obligated party to
repurchase.
Covered Bond Swap Agreement, page 153
30. Please revise to describe the “other risks” against which this agreement pr ovides a hedge.
Standby Bank Account Agreement, page 158
31. Please revise this section to name the Standby Account Bank and Standby GDA Provider.
Also, please reconcile your use of the terms “Stand -by” GDA Provider and the “Standby”
GDA Provider.
Guaranteed Deposit Account Contract, page 160
32. Please revise this section and the following section to clarify the interest rates applicable
to your guaranteed deposit account and stand -by guaranteed deposit account.
Portfolio, page 181
33. Please include a discussion of the process and criteria for selecting loans for sale to the
Guarantor for inclusion in the Portfolio, and for selecting Randomly Selected Loans and
Selected Loans for sale by the Guarantor. Refer to Item 1111(a)(4) of Regulation AB.
Characteristics of the Loans, page 1 81
34. We note your statement that mortgage loans originated by the Bank are secured by a first
mortgage on the related residential property and are full recourse against the borrowers,
subject to exceptions in Alberta and Sas katchewan. Please include disclosure of the
percentage of the value of the covered bond portfolio loans that are related to residential
properties in Alberta and Saskatchewan.
35. We note your statement that the Bank may make more than one mortgage loan and
provide home equity lines of credit to a borrower under a single loan agreement, in which
case such loan and home equity line of credit will be subject to cross -default. Please
include disclosure of the percentage of the value of the covered bond portfoli o loans that
are subject to cross -default provisions.
Colleen Hennessy
Bank of Montreal
July 30, 2013
Page 7
Loan Origination and Lending Criteria – Credit Adjudication , page 1 85
36. We note your disclosure that any consumer credit decision that is not an ALD -generated
approval, and all mortgage specialist loans, are adjudicated by the Bank’s Credit
Department. Please revise, where appropriate, to comply with Item 1111(a)(8).
Description of the Canadian Regist ered Covered Bond…, page 190
37. Please revise your disclosure to define the capitalized term “Registry,” as used on pages
190 and 192.
38. We note your statement that the Guarantor may hold substitute assets that may consist of
securities and repos of securities . Note that if you contemplate including securities in the
portfolio, consideration must be given to whether the registration of those securities
would be required under the Securities Act of 1933 . Please confirm that you will fil e a
new registration statement if the portfolio includes securities that would require
registration due to their inclusion in the covered bond portfolio.
Glossary, page 223
39. Please eliminate references in this section to exhibits or outside sources such as “as set
out in Schedule 1 to the Trust Deed,” or “each as defined in each of the Swap
Agreements.”
Item 9. Exhibits, page II -3
40. Please file the exhibits with your next amendment.
We urge all persons who are responsible for the accuracy and adequac y of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require. Since the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written st atement from the company
acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;
Colleen Hennessy
Bank of Montreal
July 30, 2013
Page 8
the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Please refer to Rules 460 and 461 regarding reques ts for acceleration. We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement. Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
Please contact Ramin Olson at (202) 551 -3331 or Laura Crotty at (202) 551 -3563 with
any questions you may have.
Sincerely,
/s/ Laura Crotty for
Suzanne Hayes
Assistant Director