SEC Comment Letter for BANK OF MONTREAL (BMO) — Oct 17, 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: Oct. 17, 2013 · CIK: 0000927971 · Accession: 0000000000-13-057188
AI Filing Summary & Sentiment
Reasoning
Referenced dates: July 30, 2013
Letter
October 17 , 2013 Via E -mail Colleen Hennessy Bank of Montreal 111 West Monroe Street, P.O. Box 755 Chicago, Illinois 60690
Re: Bank of Montreal Amendment No. 1 to Registration Statement on Form F -3 Filed October 4, 2013 File No. 333 -189814
Dear Ms. Hennessy:
We have reviewed the above listed filing and related correspondence dated October 4, 2013 and have the following additional comments.
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 yo ur response.
After reviewing the information you provide in response to our comments, we may have additional comments.
Summary of the Principal Documents, page 109
Mortgage Sale Agreement, page 116
Repurchase of Loans, page 128
1. We note your response to comment 28 of our letter dated July 30, 2013 and we reissue that comment in part. Please include the cross -reference to the relevant risk factor that explains the risks and conflicts associated with the Bank or its affiliates being the party obligated to repurchase.
Servicing Agreement, page 131
Representations and Warranties of the Servicer, page 133
2. Please disclose the credit ratings required to maintain the Servicing Agreement, in lieu of referring to a defined term.
Colleen Hennessy Bank of Montreal October 17, 2013 Page 2
Taxation, page 201
Canadian Taxation, page 212
3. Please revise your disclosure to indicate that the Canadian Taxation section constitutes the opinion of counsel and identify Canadian counsel.
4. Please revise the opening sentence to clarify that the section is a discussion of all material Canadian federal income tax information.
Item 9. Exhibits , page II-3 5. Please have counsel revise Exhibit 5.1 as follows:
Opine that each Covered Bond will be a binding obligation of the bank and that the guarantees will be binding obligations of guarantor.
Remove the limit ations on reliance included in the first full paragraph on page 3.
You may refer to Sections II.B.1.e and II.B.3.d of Staff Legal Bulletin No. 19 for guidance.
6. We note that E xhibit 23.1 is missing the accounting firm’s name and signature. Please re-file the exhibi t including these items with your next amendment.
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
October 17 , 2013
Via E -mail
Colleen Hennessy
Bank of Montreal
111 West Monroe Street, P.O. Box 755
Chicago, Illinois 60690
Re: Bank of Montreal
Amendment No. 1 to Registration Statement on Form F -3
Filed October 4, 2013
File No. 333 -189814
Dear Ms. Hennessy:
We have reviewed the above listed filing and related correspondence dated October 4,
2013 and have the following additional comments.
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 yo ur
response.
After reviewing the information you provide in response to our comments, we may have
additional comments.
Summary of the Principal Documents, page 109
Mortgage Sale Agreement, page 116
Repurchase of Loans, page 128
1. We note your response to comment 28 of our letter dated July 30, 2013 and we reissue
that comment in part. Please include the cross -reference to the relevant risk factor that
explains the risks and conflicts associated with the Bank or its affiliates being the party
obligated to repurchase.
Servicing Agreement, page 131
Representations and Warranties of the Servicer, page 133
2. Please disclose the credit ratings required to maintain the Servicing Agreement, in lieu of
referring to a defined term.
Colleen Hennessy
Bank of Montreal
October 17, 2013
Page 2
Taxation, page 201
Canadian Taxation, page 212
3. Please revise your disclosure to indicate that the Canadian Taxation section constitutes
the opinion of counsel and identify Canadian counsel.
4. Please revise the opening sentence to clarify that the section is a discussion of all material
Canadian federal income tax information.
Item 9. Exhibits , page II-3
5. Please have counsel revise Exhibit 5.1 as follows:
Opine that each Covered Bond will be a binding obligation of the bank and that the
guarantees will be binding obligations of guarantor.
Remove the limit ations on reliance included in the first full paragraph on page 3.
You may refer to Sections II.B.1.e and II.B.3.d of Staff Legal Bulletin No. 19 for
guidance.
6. We note that E xhibit 23.1 is missing the accounting firm’s name and signature. Please
re-file the exhibi t including these items with your next amendment.
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