SEC Comment Letter for BANK OF MONTREAL (BMO) — Mar 28, 2014
BANK OF MONTREAL /CAN/ (BMO, BERZ, BNKD, BNKU, BULZ, CARD, CARU, DULL, FLYD, FLYU, FNGD, FNGO, FNGS, FNGU, GDXD, GDXU, JETD) (CIK 0000927971)
Date: March 28, 2014 · CIK: 0000927971 · Accession: 0000000000-14-015658
AI Filing Summary & Sentiment
Reasoning
Letter
March 2 8, 2014 Via E -mail Thomas E. Flynn Chief Financial Officer Bank of Montreal 100 King Street West 1 First Canadian Place Toronto, Ontario Canada M5X 1A1
Re: Bank of Montreal Form 40 -F for Fiscal Year Ended October 31, 2013 Filed December 3, 2013 File No. 1 -13354
Dear Mr. Flynn:
We have limited our review of your filing to your contacts with countries that have been identified as state sponsors of terrorism, and we hav e the following comments. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. At this juncture, we are asking you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing the information you provide in response to these comments, we may have additional comments.
General
1. We note that y our website contains contact information for relationship managers for Cuba, Sudan and Syria. On page 175 of Exhibit 99.3 of the 40 -F you state that you have operations in the Caribbean, a region that includes Cuba. On page 16 of Exhibit 99.1 of the 6 -K filed February 28, 2014, you discuss your wealth management presence and capabilities in the North Africa and Middle East region, a region that includes Sudan and Syria.
Cuba, Sudan and Syria are designated by the U.S. Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of your past, current, and anticipated contacts with
Thomas E. Flynn Bank of Montreal March 28, 2014 Page 2
Cuba, Sudan and Syria, if any, whether through subsidiaries, affiliates, partners, customers, joint ventures or other direct or indirect arrangements. Your response should describe an y services, products, information or technology you have provided to Cuba, Sudan or Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities controlled by their governments.
2. Please discuss the materiality of any contacts with Cuba, Sudan and Syria described in response to the foregoing comment, and whether those contacts constitute a material investment risk for your security holders. You should address m ateriality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors tha t a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. Various state and municipal governments, universities, and other investors h ave proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S. - designated state sponsors of terrorism. Your materiality analysis should address the potential impact of the investor sentiment evidence d by such actions directed toward companies that have operations associated with Cuba, Sudan and Syria.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the inform ation the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to the company’s disclosure, they are responsible for the accuracy and adequacy of the di sclosures they have made.
In responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to di sclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the fede ral securities laws of the United States.
Thomas E. Flynn Bank of Montreal March 28, 2014 Page 3
Please contact Daniel Leslie, Staff Attorney, at (202) 551 -3876 or me at (202) 551 -3470 if you have any questions about the comments or our review.
Sincerely,
/s/ Cecilia Blye
Show Raw Text
March 2 8, 2014
Via E -mail
Thomas E. Flynn
Chief Financial Officer
Bank of Montreal
100 King Street West
1 First Canadian Place
Toronto, Ontario
Canada M5X 1A1
Re: Bank of Montreal
Form 40 -F for Fiscal Year Ended October 31, 2013
Filed December 3, 2013
File No. 1 -13354
Dear Mr. Flynn:
We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we hav e the following comments. Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues. At this juncture, we are asking you to provide us with information so we may
better understand your disclosure.
Please respond to this letter within ten business days by providing the requested information, or
by advising us when you will provide the requested response. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing the information you provide in response to these comments, we may have
additional comments.
General
1. We note that y our website contains contact information for relationship managers for
Cuba, Sudan and Syria. On page 175 of Exhibit 99.3 of the 40 -F you state that you have
operations in the Caribbean, a region that includes Cuba. On page 16 of Exhibit 99.1 of
the 6 -K filed February 28, 2014, you discuss your wealth management presence and
capabilities in the North Africa and Middle East region, a region that includes Sudan and
Syria.
Cuba, Sudan and Syria are designated by the U.S. Department of State as state sponsors
of terrorism, and are subject to U.S. economic sanctions and export controls. Please
describe to us the nature and extent of your past, current, and anticipated contacts with
Thomas E. Flynn
Bank of Montreal
March 28, 2014
Page 2
Cuba, Sudan and Syria, if any, whether through subsidiaries, affiliates, partners,
customers, joint ventures or other direct or indirect arrangements. Your response should
describe an y services, products, information or technology you have provided to Cuba,
Sudan or Syria, directly or indirectly, and any agreements, commercial arrangements, or
other contacts you have had with the governments of those countries or entities controlled
by their governments.
2. Please discuss the materiality of any contacts with Cuba, Sudan and Syria described in
response to the foregoing comment, and whether those contacts constitute a material
investment risk for your security holders. You should address m ateriality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim period. Also, address
materiality in terms of qualitative factors tha t a reasonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company’s reputation and share value. Various state and municipal
governments, universities, and other investors h ave proposed or adopted divestment or
similar initiatives regarding investment in companies that do business with U.S. -
designated state sponsors of terrorism. Your materiality analysis should address the
potential impact of the investor sentiment evidence d by such actions directed toward
companies that have operations associated with Cuba, Sudan and Syria.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the
filing to be certain that the filing includes the inform ation the Securities Exchange Act of 1934
and all applicable Exchange Act rules require. Since the company and its management are in
possession of all facts relating to the company’s disclosure, they are responsible for the accuracy
and adequacy of the di sclosures they have made.
In responding to our comments, please provide a written statement from the company
acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to di sclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the fede ral securities laws of the United States.
Thomas E. Flynn
Bank of Montreal
March 28, 2014
Page 3
Please contact Daniel Leslie, Staff Attorney, at (202) 551 -3876 or me at (202) 551 -3470 if you
have any questions about the comments or our review.
Sincerely,
/s/ Cecilia Blye
Cecilia Blye, Chief
Office of Global Security Risk
cc: Suzanne Hayes
Assistant Director
Division of Corporation Finance
Colleen M. Henness y
Associate General Counsel
Legal, Corporate and Compliance Group
BMO Financial Group
Paul Bachand
Associate General Counsel
Legal, Corporate and Compliance Group
BMO Financial Group