SC 13G

0001193125-18-044067.txt : 20180214 0001193125-18-044067.hdr.sgml : 20180214 20180214071102 ACCESSION NUMBER: 0001193125-18-044067 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180214 DATE AS OF CHANGE: 20180214 GROUP MEMBERS: BANK OF MONTREAL GROUP MEMBERS: BMO ASSET MANAGEMENT INC. GROUP MEMBERS: BMO HARRIS BANK N.A. GROUP MEMBERS: BMO NESBITT BURNS INC. GROUP MEMBERS: F&C ASSET MANAGEMENT PLC GROUP MEMBERS: STOKER OSTLER WEALTH ADVISORS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Brookfield Infrastructure Partners L.P. CENTRAL INDEX KEY: 0001406234 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83688 FILM NUMBER: 18607027 BUSINESS ADDRESS: STREET 1: 73 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM12 BUSINESS PHONE: 441 296-4480 MAIL ADDRESS: STREET 1: 73 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM12 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANK OF MONTREAL /CAN/ CENTRAL INDEX KEY: 0000927971 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1 FIRST CANADIAN PLACE CITY: TORONTO STATE: A6 ZIP: M5X 1A1 BUSINESS PHONE: 4168677191 MAIL ADDRESS: STREET 1: 1 FIRST CANADIAN PLACE CITY: TORONTO STATE: A6 ZIP: M5X 1A1 SC 13G 1 d451485dsc13g.htm SC 13G SC 13G

UNITED STATES

Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )

BROOKFIELD INFRAST PARTNERS LP

(Name of Issuer)

LP INT UNIT

(Title of Class of Securities)

G16252101

(CUSIP Number)

Dec 31, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing in this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

SCHEDULE 13G

CUSIP No. G16252101


1)	Name of Reporting Person Bank Of Montreal
2)	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3)	SEC Use Only
4)	Citizenship or Place of Organization Canada
Number of Shares Beneficially Owned by Each Reporting Person With:		5)	Sole Voting Power: 14,668,336⁽¹⁾
		6)	Shared Voting Power:
		7)	Sole Dispositive Power: 14,668,336⁽¹⁾
		8)	Shared Dispositive Power:
9)	Aggregate Amount Beneficially Owned by Each Reporting Person 14,668,348⁽¹⁾
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11)	Percent of Class Represented by Amount in Row (9) 5.3055%
12)	Type of Reporting Person HC

(1)	Shares are held indirectly by the Reporting Person’s subsidiaries, BMO Nesbitt Burns, Inc., BMO Harris Bank N.A., BMO Asset Management, Inc., F&C Asset Management PLC, and Stoker Ostler Wealth Advisors, Inc.

SCHEDULE 13G

CUSIP No. G16252101


1)	Name of Reporting Person BANK OF MONTREAL
2)	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3)	SEC Use Only
4)	Citizenship or Place of Organization Canada
Number of Shares Beneficially Owned by Each Reporting Person With:		5)	Sole Voting Power: 68,600
		6)	Shared Voting Power:
		7)	Sole Dispositive Power: 68,600
		8)	Shared Dispositive Power:
9)	Aggregate Amount Beneficially Owned by Each Reporting Person 68,600
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11)	Percent of Class Represented by Amount in Row (9) 0.0248%
12)	Type of Reporting Person HC

SCHEDULE 13G

CUSIP No. G16252101


1)	Name of Reporting Person BMO NESBITT BURNS INC.
2)	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3)	SEC Use Only
4)	Citizenship or Place of Organization Canada
Number of Shares Beneficially Owned by Each Reporting Person With:		5)	Sole Voting Power: 6,068,410
		6)	Shared Voting Power:
		7)	Sole Dispositive Power: 6,068,410
		8)	Shared Dispositive Power:
9)	Aggregate Amount Beneficially Owned by Each Reporting Person 6,068,410
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11)	Percent of Class Represented by Amount in Row (9) 2.1949%
12)	Type of Reporting Person FI

SCHEDULE 13G

CUSIP No. G16252101


1)	Name of Reporting Person BMO HARRIS BANK N.A.
2)	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3)	SEC Use Only
4)	Citizenship or Place of Organization Delaware, United States
Number of Shares Beneficially Owned by Each Reporting Person With:		5)	Sole Voting Power: 579
		6)	Shared Voting Power:
		7)	Sole Dispositive Power: 579
		8)	Shared Dispositive Power:
9)	Aggregate Amount Beneficially Owned by Each Reporting Person 579
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11)	Percent of Class Represented by Amount in Row (9) 0.0002%
12)	Type of Reporting Person BK

SCHEDULE 13G

CUSIP No. G16252101


1)	Name of Reporting Person BMO ASSET MANAGEMENT INC.
2)	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3)	SEC Use Only
4)	Citizenship or Place of Organization Canada
Number of Shares Beneficially Owned by Each Reporting Person With:		5)	Sole Voting Power: 8,530,206
		6)	Shared Voting Power:
		7)	Sole Dispositive Power: 8,530,206
		8)	Shared Dispositive Power:
9)	Aggregate Amount Beneficially Owned by Each Reporting Person 8,530,206
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11)	Percent of Class Represented by Amount in Row (9) 3.0853%
12)	Type of Reporting Person IA

SCHEDULE 13G

CUSIP No. G16252101


1)	Name of Reporting Person F&C ASSET MANAGEMENT PLC
2)	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3)	SEC Use Only
4)	Citizenship or Place of Organization London, United Kingdom
Number of Shares Beneficially Owned by Each Reporting Person With:		5)	Sole Voting Power: 12
		6)	Shared Voting Power:
		7)	Sole Dispositive Power: 12
		8)	Shared Dispositive Power:
9)	Aggregate Amount Beneficially Owned by Each Reporting Person 12
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11)	Percent of Class Represented by Amount in Row (9) 0%
12)	Type of Reporting Person IA

SCHEDULE 13G

CUSIP No. G16252101


1)	Name of Reporting Person STOKER OSTLER WEALTH ADVISORS, INC.
2)	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3)	SEC Use Only
4)	Citizenship or Place of Organization Arizona, United States
Number of Shares Beneficially Owned by Each Reporting Person With:		5)	Sole Voting Power: 541
		6)	Shared Voting Power:
		7)	Sole Dispositive Power: 541
		8)	Shared Dispositive Power:
9)	Aggregate Amount Beneficially Owned by Each Reporting Person 541
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11)	Percent of Class Represented by Amount in Row (9) 0.0001%
12)	Type of Reporting Person IA

SCHEDULE 13G

CUSIP No. G16252101

ITEM 1(a).

Name of Issuer.

BROOKFIELD INFRAST PARTNERS LP

ITEM 1(b).

Address of Issuer’s Principal Executive Offices.

Brookfield Infrastructure Partners LP

73 Front Street

Hamilton HM12

Bermuda

ITEM 2(a).

Names of Persons Filing.

BANK OF MONTREAL

BMO NESBITT BURNS INC.

BMO HARRIS BANK N.A.

BMO ASSET MANAGEMENT INC.

F&C ASSET MANAGEMENT

STOKER OSTLER WEALTH ADVISORS, INC.

ITEM 2(b).

Address of Principal Business Office or, if none, Residence.

Bank of Montreal

1 First Canadian Place

Toronto, Ontario, Canada M5X 1A1

BMO Nesbitt Burns, Inc.

IBG Finance Dept.

FCP – 7^th Floor

Toronto, ON, Canada M5X 1H3

BMO Harris Bank N.A.

111 W Monroe Street

Floor 6E

Chicago, IL 60603

BMO Asset Management, Inc.

Royal Trust Tower

77 King Street West

Suite 4200

Toronto, ON, Canada M5K 1J5

F&C Asset Management

Exchange House

Primrose Street

London, EC2A 2NY

United Kingdom

Stoker Ostler Wealth Advisors, Inc.

4900 North Scottsdale Road

Suite 2600

Scottsdale, AZ 85251

ITEM 2(c).

Citizenship or Place of Organization.

BANK OF MONTREAL is organized under the laws of Canada

BMO NESBITT BURNS INC. is organized under the laws of Canada

BMO HARRIS BANK N.A. is organized under the laws of the United States

BMO ASSET MANAGEMENT INC. is organized under the laws of Canada

F&C ASSET MANAGEMENT is organized under the laws of the United Kingdom

STOKER OSTLER WEALTH ADVISORS INC. is organized under the laws of the United States

ITEM 2(d).

Title of Class of Securities.

Common Stock

ITEM 2(e).

CUSIP Number.

G16252101

ITEM 3.

If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) ☐

Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b) ☒

Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) ☐

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e) ☒

An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);

(f) ☐

An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);

(g) ☒

A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);

(h) ☐

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ☐

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) ☒

A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J);

(k) ☐

Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).

ITEM 4.

Ownership.

The information contained in Items 5 – 11 on the cover pages is incorporated herein by reference.

ITEM 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person.

Bank of Montreal is reporting on this Schedule 13G securities held through its subsidiaries, BMO Nesbitt Burns, Inc., BMO Harris Bank N.A., BMO Asset Management, Inc., F&C Asset Management, and Stoker Ostler Wealth Advisors, Inc. as fiduciaries for certain employee benefit plans, trust and/or customer accounts. As a result, participants in the plans, trust beneficiaries and customers are entitled to receive, or have the power to direct the receipt of, dividends and proceeds from the sale of such securities. No such person is known to have such an interest relating to more than five percent of the class of subject securities.

ITEM 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Bank of Montreal is the ultimate parent company of BMO Nesbitt Burns Inc, a non-U.S. institution, BMO Harris Bank N.A., a bank as defined in section 3(a)6 of the Act and a U.S. institution, BMO Asset Management Inc., a non-US institution, F&C Asset Management, a non-US institution, and Stoker Ostler Wealth Advisors, Inc., an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and a U.S. institution.

ITEM 8.

Identification and Classification of Members of the Group.

Not Applicable

ITEM 9.

Notice of Dissolution of Group.

Not Applicable

ITEM 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated as of the 14^th day of February, 2018.

BANK OF MONTREAL

/s/ Barbara Muir

Barbara Muir

SVP, Deputy General Counsel

Corporate Affairs & Corporate

Secretary

BMO NESBITT BURNS INC.

BMO HARRIS BANK, N.A.

BMO ASSET MANAGEMENT, INC.

F&C ASSET MANAGEMENT PLC

STOKER OSTLER WEALTH ADVISORS, INC.

*	Pursuant to Power of Attorney filed as Exhibit 2 to Schedule 13G filed on February 14, 2014 by Reporting Persons named herein (File No. 005-59405), which is incorporated by reference.

EX-99.1 2 d451485dex991.htm EX-99.1 EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

In accordance with rule 13d-1(k) under the Securities Act of 1934, as amended, each of the undersigned entities, as applicable, pursuant to a duly executed power of attorney, hereby agrees to this and any future joint filing of Schedule 13G (including any and all amendments thereto) to be made on their behalf and further agrees to the filing of this Agreement as an Exhibit thereto. In addition, each party to this Agreement consents to the filing of this and any future Schedule 13G (including any and all amendments thereto) by Bank of Montreal.

This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14^th day of February, 2018.


				BANK OF MONTREAL

				By: /s/ Barbara Muir
				Barbara Muir
				Senior Vice President, Deputy General Counsel of Corporate Affairs, and Corporate Secretary

BANK OF MONTREAL IRELAND PLC				BMO ASSET MANAGEMENT CORP.

*				*

BMO ASSET MANAGEMENT INC.				BMO CAPITAL MARKETS CORP.

*				*

BMO CAPITAL MARKETS LIMITED				BMO DELAWARE TRUST COMPANY

*				*

BMO FINANCIAL CORP.				BMO GLOBAL ASSET MANAGEMENT (ASIA) LIMITED

*				*


BMO HARRIS BANK N.A.				BMO HARRIS FINANCIAL ADVISORS, INC.

*				*

BMO HARRIS INVESTMENT MANAGEMENT INC.				BMO INVESTORLINE, INC.

*				*

BMO LIFE ASSURANCE COMPANY				BMO NESBITT BURNS INC.

*				*

F&C ASSET MANAGEMENT PLC				CTC MYCFO, LLC

**				*

LGM (BERMUDA) LTD. (formerly, LLOYD GEORGE MANAGEMENT (BERMUDA) LTD.)				LGM INVESTMENTS LIMITED (formerly, LLOYD GEORGE MANAGEMENT (EUROPE) LTD.)

*				*

PYRFORD INTERNATIONAL LIMITED				STOKLER OSTLER WEALTH ADVISORS INC.

*				*

TAPLIN, CANIDA & HABACHT, LLC

*

*	Pursuant to Power of Attorney filed as Exhibit 2 to Schedule 13G filed on February 14, 2014 by the Reporting Persons named herein (File No. 005-59405), which is incorporated by reference.

**	Pursuant to Power of Attorney filed as Exhibit 2 to Schedule 13G filed on February 13, 2015 by the Reporting Person named herein (File No. 005-79749), which is incorporated by reference.