SEC Division of Corporation Finance no-action letter: Bank of Montreal

ALLEN & OVERY

Allen & Overy LLP
1221 Avenue of the Americas
Am) Starr New York NY 10020 hi ~ Office of Capita l Markets Tre nds Tel 212 610 6300 Division of Co rporati o n Finance Fax 212 610 6399 Un ited States Securities and Exc hange Commiss ion Di rec t line 212 610 6309 I 00 F Street, N.E. Washington, D.C. 20549 Our ref 00 I 393 5-0000044 NY: I 60 I I 08 I. I 6 Ju ly3.2013 Rc: Bank of Montreal Dea r Ms. Starr:
On beha lf of our client, the Bank o f Montreal (the Issuer or the Bank), we are writing to request the advice of the staff of the Div is ion o f Co rp oration Finance (the Division) o f the Securities and Exchange Commi ss ion (t he Commiss ion) with rega rd to the Bank's plan s to o ffer and sell covered bonds in the United States purs uant to a reg istration sta teme nt fil ed with the Commi ssion.

1. Request
   On be half o f the Bank, we request co nfirm ation that the staff of the Div ision will not recommend that the Co mm ission take enforce me nt acti on und er the Securities Act of 1933 , as amended (the Sec urities Ac t ), if the Ba nk o ffers and sells co vered bonds (the Covered Bonds) and the related Guarantee (as defi ned be low) on a reg is tered bas is und er the Sec uriti es Act , pursuant to a sheIf reg istrati on statement on Form F-3 (the Registration Statement), as described in thi s letter.
2. Background
   The Bank proposes to file the Registrati on State ment with the Comm iss ion for the o ffer and sale of the Covered Bonds under the Bank's Global Registered Covered Bo nd Program (the Program). Under its exis ting Global Publi c Secto r Co vered Bond Prog ramm e, the Bank has offered and sold covered bond s outside of th e Unit ed States in Europe and Ca nada , und er Regu lat ion S of th e Securities Act, and in the United States o nly in re liance on Rule 144A of the Securiti es Act. The Bank believes that cove red bonds wo uld prov ide a n attracti ve inve stment alternative in the United States, and therefore be lieves that conducti ng a covered bond o ffering on a registered basis under the Prog ram would greatly fac ilitat e the avai labil ity o f the product in the United States. Allen & 0v81)' LLP IS a hmtted habthty partnerstltp regiS tered •n England and Wales wtth regiStered number OC306763 It ts authonzed and regulated b y the Sohe~tors Regulation Aulhonty of England and Wales Allen & Overy LLP IS a multt1Urtsdtcttonal law ftrm with lawyers admttled to practtse tn a vanety of JUrtsdtCitons A hst of the members of Allen & Overy LLP and thetr professoonal qualofocetoons ts open to tnspectoon altts regtstered offioe. One Btshops Square London. E 1 6AO and at the above address The term partner ts used to refer to a member of Allen & Overy LLP or an employee or consullant wtth equiValent standtng and quahftcahons Allen & Ovary LLP or an affthated undertaking has an offtce tn eactl o f Abu Dhabt Amsterdam. Antwerp. Athens. Bangkok, Bet)tng, Belfast, Brat tslava, Brussels, Bucharest (assoctated offoce). Budapest Casablanca Doha Oubao Dusseldorf Frankfurt, Hamburg. Hanot. Ho Cht Mtnh Ctty, Hong Kong, Istanbul, Jakarta (assOCiated offioe), London, Luxembourg, Madnd. Mannhe1m M1lan. Moscow Mun1Ch. New York, Pans. Perth. Prague. Rtyadh (asSOCiated offtce). Rome, SAo Paulo, Shanghat, Stngapore, Sydney, Tokyo, Warsaw and Washtngton. DC