SEC Comment Letter for BANK OF MONTREAL (BMO) — Apr 10, 2017
BANK OF MONTREAL /CAN/ (BMO, BERZ, BNKD, BNKU, BULZ, CARD, CARU, DULL, FLYD, FLYU, FNGD, FNGO, FNGS, FNGU, GDXD, GDXU, JETD) (CIK 0000927971)
Date: April 10, 2017 · CIK: 0000927971 · Accession: 0000000000-17-012295
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-13354
Letter
Mail Stop 4628 April 10, 2017 Via E -mail Thomas E. Flynn Chief Financial Officer Bank of Montreal 100 King Street West, 1 First Canadian Place Toronto, ON, M5X 1A9, Canada
Re: Bank of Montreal 40-F for Fiscal Year Ended October 31, 2016 Filed December 6, 2016 File No. 001-13354
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 have 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. In our comments , we ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten busin ess days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
General
1. In a letter to us dated April 24, 2014 you described contacts with Sudan and Syria. You state on page 7 of Exhibit 99.1 to the 40 -F that your wealth management group competes in Europe, the Middle East, and Africa (EMEA), areas that include Sudan and Syria. As you know, Sudan and Syria are d esignated 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 any past, current, and anticipated contacts with Sudan and Syria since your 2014 letter, whether through subsidiaries, partners, customers, joint venture or other direct or indirect arrangements. You should describe any services, products, information or technology you have provided to 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 they control.
Thomas E. Flynn Bank of Montreal April 10, 2017 Page 2
2. Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment abo ve, and whether those contacts constitute a material investment risk for your security holders. You should address materiality 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 that 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 have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S. - designated state spo nsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria.
We remind you that the company and its management are responsi ble for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
You may contact Daniel Leslie, Staff Attorney, at (202) 551 -3876 or me at (202) 551 - 3470 if you have any questions abo ut the comments or our review.
Sincerely,
/s/ Cecilia Blye
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Mail Stop 4628 April 10, 2017 Via E -mail Thomas E. Flynn Chief Financial Officer Bank of Montreal 100 King Street West, 1 First Canadian Place Toronto, ON, M5X 1A9, Canada Re: Bank of Montreal 40-F for Fiscal Year Ended October 31, 2016 Filed December 6, 2016 File No. 001-13354 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 have 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. In our comments , we ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten busin ess days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. General 1. In a letter to us dated April 24, 2014 you described contacts with Sudan and Syria. You state on page 7 of Exhibit 99.1 to the 40 -F that your wealth management group competes in Europe, the Middle East, and Africa (EMEA), areas that include Sudan and Syria. As you know, Sudan and Syria are d esignated 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 any past, current, and anticipated contacts with Sudan and Syria since your 2014 letter, whether through subsidiaries, partners, customers, joint venture or other direct or indirect arrangements. You should describe any services, products, information or technology you have provided to 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 they control. Thomas E. Flynn Bank of Montreal April 10, 2017 Page 2 2. Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment abo ve, and whether those contacts constitute a material investment risk for your security holders. You should address materiality 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 that 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 have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S. - designated state spo nsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria. We remind you that the company and its management are responsi ble for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Daniel Leslie, Staff Attorney, at (202) 551 -3876 or me at (202) 551 - 3470 if you have any questions abo ut the comments or our review. Sincerely, /s/ Cecilia Blye Cecilia Blye, Chief Office of Global Security Risk cc: Dietrich King Assistant Director Division of Corporation Finance Helen Killoch Bank of Montreal