Obligation Montreal Bank 13.5% ( US06367WMS97 ) en USD

Montreal Bank

100 % ▲

Canada

US06367WMS97 ( en USD )

13.5% par an ( paiement semestriel )

30/10/2020 - Obligation échue

Prospectus brochure de l'obligation Bank of Montreal US06367WMS97 en USD 13.5%, échue

1 000 USD

4 044 000 USD

06367WMS9

N/A

La Banque de Montréal (BMO) est une institution financière multinationale canadienne offrant une vaste gamme de services bancaires de détail, de gestion de patrimoine, de marchés des capitaux et de services bancaires aux entreprises à l'échelle mondiale.

L'Obligation émise par Montreal Bank ( Canada ) , en USD, avec le code ISIN US06367WMS97, paye un coupon de 13.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/10/2020

424B2 1 b730190424b2.htm ARC 547

Registration Statement No. 333-217200
Filed Pursuant to Rule 424(b)(2)

Pricing Supplement dated July 26, 2019 to the Prospectus dated April 27, 2017, the Prospectus Supplement
dated September 23, 2018 and the Product Supplement dated May 1, 2017

US$4,044,000
Autocallable Barrier Notes with Contingent Coupons due October 30, 2020
Linked to the Lesser Performing of the SPDR® S&P® Oil & Gas Exploration and Production ETF and the Energy Select Sector SPDR Fund
·
The notes are designed for investors who are seeking monthly contingent periodic interest payments (as described in more detail below), as well as a
return of principal if the closing price of both the SPDR® S&P® Oil & Gas Exploration and Production ETF and the Energy Select Sector SPDR Fund
(the "Underlying Assets") on any monthly Observation Date beginning on January 24, 2020 is greater than 100% of its Initial Stock Price (the "Call
Level"). Investors should be willing to have their notes automatically redeemed prior to maturity and be willing to lose some or all of their principal at
maturity.

·
The notes will pay a Contingent Interest Payment on each monthly Contingent Interest Payment Date at the rate set forth below if the closing price of
each of the Underlying Assets on the applicable monthly Observation Date is greater than its Coupon Barrier. However, if the closing price of either
Underlying Asset is less than or equal to the Coupon Barrier on an Observation Date, the notes will not pay the Contingent Interest Payment for that
Observation Date.

·
If on any monthly Observation Date beginning on January 24, 2020, the closing price of each of each Underlying Asset is greater than its Call Level, the
notes will be automatically called. On the Call Settlement Date, for each $1,000 principal amount, investors will receive the principal amount plus the
Contingent Interest Payment.

·
The notes do not guarantee any return of principal at maturity. Instead, if the notes are not automatically called, the payment at maturity will be based on
the Final Stock Price of each of the Underlying Assets and whether the closing price of either Underlying Asset has declined from its Initial Stock Price
below its Trigger Price during the Monitoring Period (a "Trigger Event"), as described below.

·
If the notes are not automatically redeemed, a Trigger Event has occurred, and the Final Stock Price for either of the Underlying Assets is lower than its
Initial Stock Price on the Valuation Date, investors will be subject to one-for-one loss of the principal amount of the notes for any percentage decrease
from the Initial Stock Price to the Final Stock Price of the Lesser Performing Underlying Asset. In such a case, you will receive a cash amount at
maturity that is less than the principal amount.

·
The notes will not be listed on any securities exchange.

·
All payments on the notes are subject to the credit risk of Bank of Montreal.

·
The notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000.

·
Our subsidiary, BMO Capital Markets Corp. ("BMOCM"), is the agent for this offering. See "Supplemental Plan of Distribution (Conflicts of Interest)"
below.The notes will not be subject to conversion into our common shares or the common shares of any of our affiliates under subsection 39.2(2.3) of the
Canada Deposit Insurance Corporation Act (the "CDIC Act").
Terms of the Notes:
Pricing Date: July 26, 2019
Valuation Date: October 23, 2020
Settlement Date: July 31, 2019
Maturity Date: October 30, 2020

Specific Terms of the Notes:
Autocallable
Initial
Coupon
Contingent
Proceeds to
Note
Ticker Stock
Barrier and
Interest
Principal Price to
Agent's
Bank of
Number
Underlying Asset Issuer
Symbol
Price
Trigger Price
Rate
CUSIP
Amount
Public(1) Commission(1)
Montreal
ARC547
SPDR® S&P® Oil & Gas Exploration
XOP
$24.21 $15.74, which is
13.50%
06367WMS9 $4,044,000
100%
0.75%
99.25%
and Production ETF
65% of its
(1.125% per
US$30,330
US$4,013,670
Initial Stock
month)
Price

Energy Select Sector SPDR Fund
XLE
$62.45 $40.59, which is

65% of its
Initial Stock
https://www.sec.gov/Archives/edgar/data/927971/000121465919004833/b730190424b2.htm[7/30/2019 3:20:35 PM]

Price
(1) Certain dealers who purchased the notes for sale to certain fee-based advisory accounts may have foregone some or all of their selling concessions, fees or commissions.
The public offering price for investors purchasing the notes in these accounts was between $992.50 and $1,000 per $1,000 in principal amount.
Investing in the notes involves risks, including those described in the "Selected Risk Considerations" section beginning on page P-5 of this pricing supplement, the "Additional
Risk Factors Relating to the Notes" section beginning on page PS-4 of the product supplement, and the "Risk Factors" sections beginning on page S-1 of the prospectus supplement
and on page 8 of the prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy of this
pricing supplement, the product supplement, the prospectus supplement or the prospectus. Any representation to the contrary is a criminal offense.
The notes will be our unsecured obligations and will not be savings accounts or deposits that are insured by the United States Federal Deposit Insurance Corporation, the Deposit
Insurance Fund, the Canada Deposit Insurance Corporation or any other governmental agency or instrumentality or other entity.
On the date of this pricing supplement, the estimated initial value of the notes is $987. As discussed in more detail in this pricing supplement, the actual value of the notes at any time will reflect many factors and cannot be
predicted with accuracy.

BMO Capital Markets Corp.

Key Terms of the Notes:
Underlying Assets:
SPDR® S&P® Oil & Gas Exploration and Production ETF (NYSE Arca symbol: XOP) and Energy Select Sector
SPDR Fund (NYSE Arca symbol: XLE). See the section below entitled "The Underlying Assets" for additional
information.

Underlying Indices:
S&P® Oil & Gas Exploration & Production Select Industry® Index and Energy Select Sector Index.

Contingent Interest Payment
Interest, if payable, will be paid on the last business day of each month beginning on August 30, 2019, to and
Dates:
including the Maturity Date, subject to the automatic redemption feature. The final Contingent Interest Payment
Date will be the Maturity Date.

Contingent Interest Payments:
If the price of each Underlying Asset on an Observation Date is greater than the Coupon Barrier, a Contingent
Interest Payment will be paid on the Contingent Interest Payment Date, at the rate specified on the cover page.

Contingent Interest Rate:
13.50% per annum (1.125% of the principal amount per month) unless earlier redeemed. Accordingly, each
Contingent Interest Payment, if payable, will equal $11.25 for each $1,000 in principal amount per month.

Coupon Barrier and Trigger
With respect to each Underlying Asset, 65% of its Initial Stock Price, as set forth on the cover page.
Price:

Automatic Redemption:
If, on any monthly Observation Date beginning on January 24, 2020, the closing price of each Underlying Asset is
greater than its Call Level, the notes will be automatically redeemed.

Payment upon Automatic
If the notes are automatically redeemed, then, on the applicable Call Settlement Date, for each $1,000 principal
Redemption:
amount, investors will receive $1,000 plus the Contingent Interest Payment.

Observation Dates:
Five trading days prior to the Contingent Interest Payment Date. Each Observation Date is subject to postponement,
as set forth in the product supplement in the section "General Terms of the Notes--Market Disruption Events."

Call Settlement Dates:
The last business day of each month, beginning on January 31, 2020. The Call Settlement Date for the final Call
Date will be the Maturity Date.

Payment at Maturity:
If the notes are not automatically redeemed, the payment at maturity for the notes is based on the performance of
the Underlying Assets. You will receive $1,000 for each $1,000 in principal amount of the notes, unless (a) a
Trigger Event has occurred with respect to either Underlying Asset and (b) the Final Stock Price of the Lesser
Performing Asset is less than its Initial Stock Price.

If a Trigger Event has occurred, and if the Final Stock Price of the Lesser Performing Underlying Asset
is less than its Initial Stock Price, you will receive at maturity, for each $1,000 in principal amount of
your notes, a cash amount equal to:

$1,000 + [$1,000 x Percentage Change of the Lesser Performing Underlying Asset]

This amount will be less than the principal amount of your notes, and may be zero.

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In each case, you will also receive the final Contingent Interest Payment at maturity, if payable.

Trigger Event:
A Trigger Event will be deemed to occur with respect to an Underlying Asset if its closing price is less
than its Trigger Price on any trading day during the Monitoring Period.

Lesser Performing Underlying
The Underlying Asset that has the lowest Percentage Change.
Asset:

Monitoring Period:
The period from the Pricing Date to and including the Valuation Date.

Percentage Change:
Final Stock Price ¾ Initial Stock Price
, expressed as a percentage
Initial Stock Price

Initial Stock Price:
With respect to each Underlying Asset, its closing price on the Pricing Date, as set forth on the cover
page. Each Initial Stock Price is subject to adjustment in certain circumstances. See "General Terms of
the Notes -- Payment at Maturity" and "-- Anti-dilution Adjustments" in the product supplement for
additional information about these adjustments.

Call Level:
With respect to each Underlying Asset, 100% of its Initial Stock Price.

Final Stock Price:
The closing price of the applicable Underlying Asset on the Valuation Date.

P-2

Pricing Date:
July 26, 2019

Settlement Date:
July 31, 2019

Valuation Date:
October 23, 2020

Maturity Date:
October 30, 2020

Physical Delivery Amount:
We will only pay cash on the maturity date, and you will have no right to receive any shares of any
Underlying Asset.

Calculation Agent:
BMOCM

Selling Agent:
BMOCM

P-3

Additional Terms of the Notes

You should read this pricing supplement together with the product supplement dated May 1, 2017, the prospectus supplement dated
September 23, 2018 and the prospectus dated April 27, 2017. This pricing supplement, together with the documents listed below, contains the
terms of the notes and supersedes all other prior or contemporaneous oral statements as well as any other written materials including
preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets,
brochures or other educational materials of ours or the agent. You should carefully consider, among other things, the matters set forth in
"Additional Risk Factors Relating to the Notes" in the product supplement, as the notes involve risks not associated with conventional debt
securities. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the notes.

You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings
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for the relevant date on the SEC website):

·
Product supplement dated May 1, 2017:
https://www.sec.gov/Archives/edgar/data/927971/000121465917002863/p427170424b5.htm

·
Prospectus supplement dated September 23, 2018:

https://www.sec.gov/Archives/edgar/data/927971/000119312518280416/d624491d424b5.htm

·
Prospectus dated April 27, 2017:
https://www.sec.gov/Archives/edgar/data/927971/000119312517142728/d254784d424b2.htm

Please note that references in the product supplement to the prospectus supplement will be deemed to refer to the prospectus supplement
dated September 23, 2018.

Our Central Index Key, or CIK, on the SEC website is 927971. As used in this pricing supplement, "we," "us" or "our" refers to Bank of
Montreal.

P-4

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Underlying
Assets. These risks are explained in more detail in the "Additional Risk Factors Relating to the Notes" section of the product supplement.

·
Your investment in the notes may result in a loss. -- The notes do not guarantee any return of principal. If the notes are not
automatically redeemed, the payment at maturity will be based on the Final Stock Price of the Lesser Performing Underlying Asset and
whether a Trigger Event has occurred. If a Trigger Event has occurred, and if the Final Stock Price of the Lesser Performing Underlying
Asset is less than its Initial Stock Price, you will be subject to a one-for-one loss of the principal amount of the notes for any Percentage
Change of the Lesser Performing Underlying Asset from its Initial Stock Price. In such a case, you will receive at maturity a cash
payment that is less than the principal amount of the notes and may be zero. Accordingly, you could lose up to the entire principal
amount of your notes, and your payments on the notes could be limited to the Contingent Interest Payments, if any.

·
The protection provided by the Trigger Price may terminate on any day during the Monitoring Period. -- If the closing price of the
Lesser Performing Underlying Asset on any trading day during the Monitoring Period is less than its Trigger Price, you will be fully
exposed at maturity to any decrease in the price of the Lesser Performing Underlying Asset. Under these circumstances, if the Percentage
Change of the Lesser Performing Underlying Asset is less than zero, you will lose 1% (or a fraction thereof) of the principal amount of
your investment for every 1% (or a fraction thereof) that the applicable Final Stock Price is less than its Initial Stock Price. You will be
subject to this potential loss of principal even if, after the Trigger Event, the price of the applicable Underlying Asset increases above the
Trigger Price.

·
You may not receive any Contingent Interest Payments with respect to your notes. -- We will not necessarily make periodic interest
payments on the notes. If the closing price of either Underlying Asset on an Observation Date is less than its Coupon Barrier, we will not
pay you the Contingent Interest Payment applicable to that Observation Date. If the closing price of any Underlying Asset is less than the
Coupon Barrier on each of the Observation Dates, we will not pay you any Contingent Interest Payments during the term of the notes, and
you will not receive a positive return on the notes. Furthermore, the non-payment of the Contingent Interest Payment as to the final
Observation Date will coincide with a loss of principal on the notes, because in such a case, the Final Stock Price of the Lesser
Performing Underlying Asset will be less than the Trigger Price.

·
Your notes are subject to automatic early redemption. -- We will redeem the notes if the closing price of each Underlying Asset on
any Observation Date beginning on January 24, 2020 is greater than its Call Level. Following an automatic redemption, you will not
receive any additional Contingent Interest Payments on the notes, and you may not be able to reinvest your proceeds in an investment
with returns that are comparable to the notes.

·
Your return on the notes is limited to the Contingent Interest Payments, if any, regardless of any appreciation in the value of any
Underlying Asset. -- You will not receive a payment at maturity with a value greater than your principal amount plus the final
Contingent Interest Payment, if payable. In addition, if the notes are automatically called, you will not receive a payment greater than the
principal amount plus the applicable Contingent Interest Payment, even if the closing price of any Underlying Asset exceeds the Call
Level by a substantial amount. Accordingly, your maximum return on the notes is limited to the potential return represented by the
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Contingent Interest Payments.

·
Your investment is subject to the credit risk of Bank of Montreal. -- Our credit ratings and credit spreads may adversely affect the
market value of the notes. Investors are dependent on our ability to pay any amounts due on the notes, and therefore investors are subject
to our credit risk and to changes in the market's view of our creditworthiness. Any decline in our credit ratings or increase in the credit
spreads charged by the market for taking our credit risk is likely to adversely affect the value of the notes.

·
Whether interest is payable on the notes, and your payment at maturity may be determined solely by reference to the Lesser
Performing Underlying Asset, even if the other Underlying Asset performs better. -- We will only make each Contingent Interest
Payment on the notes if the closing price of both Underlying Assets on the applicable Observation Date exceeds the applicable Coupon
Barrier, even if the price of the other Underlying Asset has increased significantly. Similarly, if a Trigger Event occurs with respect to any
Underlying Asset, your payment at maturity will be determined by reference to the performance of the Lesser Performing Underlying
Asset. Even if the other Underlying Asset has appreciated in value compared to its Initial Level, or has experienced a decline that is less
than that of the Lesser Performing Underlying Asset, your return at maturity will only be determined by reference to the performance of
the Lesser Performing Underlying Asset.

P-5

·
The payments on the notes will be determined by reference to each Underlying Asset individually, not to a basket, and the
payments on the notes will be based on the performance of the Lesser Performing Underlying Asset. -- Whether each Contingent
Interest Payment is payable, and the payment at maturity if a Trigger Event occurs, will be determined only by reference to the
performance of the Lesser Performing Underlying Asset, regardless of the performance of the other Underlying Asset. The notes are not
linked to a weighted basket, in which the risk may be mitigated and diversified among each of the basket components. For example, in
the case of notes linked to a weighted basket, the return would depend on the weighted aggregate performance of the basket components
reflected as the basket return. As a result, the depreciation of one basket component could be mitigated by the appreciation of the other
basket component, as scaled by the weighting of that basket component. However, in the case of the notes, the individual performance of
each Underlying Asset would not be combined, and the depreciation of an Underlying Asset would not be mitigated by any appreciation
of the other Underlying Asset. Instead, your receipt of any Contingent Interest Payments on the notes will depend on the price of both
Underlying Assets on each Observation Date, and your return at maturity will depend solely on the Final Level of the Lesser Performing
Underlying Asset.

·
Potential conflicts. -- We and our affiliates play a variety of roles in connection with the issuance of the notes, including acting as
calculation agent. In performing these duties, the economic interests of the calculation agent and other affiliates of ours are potentially
adverse to your interests as an investor in the notes. We or one or more of our affiliates may also engage in trading of shares of the
Underlying Assets or the securities held by the Underlying Assets on a regular basis as part of our general broker-dealer and other
businesses, for proprietary accounts, for other accounts under management or to facilitate transactions for our customers. Any of these
activities could adversely affect the price of the Underlying Assets and, therefore, the market value of, and the payments on, the notes. We
or one or more of our affiliates may also issue or underwrite other securities or financial or derivative instruments with returns linked or
related to changes in the performance of the Underlying Assets. By introducing competing products into the marketplace in this manner,
we or one or more of our affiliates could adversely affect the market value of the notes.

·
Our initial estimated value of the notes is lower than the price to public. -- Our initial estimated value of the notes is only an
estimate, and is based on a number of factors. The price to public of the notes exceeds our initial estimated value, because costs associated
with offering, structuring and hedging the notes are included in the price to public, but are not included in the estimated value. These costs
include the underwriting discount and selling concessions, the profits that we and our affiliates expect to realize for assuming the risks in
hedging our obligations under the notes and the estimated cost of hedging these obligations.

·
Our initial estimated value does not represent any future value of the notes, and may also differ from the estimated value of any
other party. -- Our initial estimated value of the notes as of the date of this pricing supplement is derived using our internal pricing
models. This value is based on market conditions and other relevant factors, which include volatility of the Underlying Assets, dividend
rates and interest rates. Different pricing models and assumptions could provide values for the notes that are greater than or less than our
initial estimated value. In addition, market conditions and other relevant factors after the Pricing Date are expected to change, possibly
rapidly, and our assumptions may prove to be incorrect. After the Pricing Date, the value of the notes could change dramatically due to
changes in market conditions, our creditworthiness, and the other factors set forth in this pricing supplement and the product supplement.
These changes are likely to impact the price, if any, at which we or BMOCM would be willing to purchase the notes from you in any
secondary market transactions. Our initial estimated value does not represent a minimum price at which we or our affiliates would be
willing to buy your notes in any secondary market at any time.

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·
The terms of the notes were not determined by reference to the credit spreads for our conventional fixed-rate debt. -- To
determine the terms of the notes, we used an internal funding rate that represents a discount from the credit spreads for our conventional
fixed-rate debt. As a result, the terms of the notes are less favorable to you than if we had used a higher funding rate.

P-6

·
Certain costs are likely to adversely affect the value of the notes. -- Absent any changes in market conditions, any secondary market
prices of the notes will likely be lower than the price to public. This is because any secondary market prices will likely take into account
our then-current market credit spreads, and because any secondary market prices are likely to exclude all or a portion of the underwriting
discount and selling concessions, and the hedging profits and estimated hedging costs that are included in the price to public of the notes
and that may be reflected on your account statements. In addition, any such price is also likely to reflect a discount to account for costs
associated with establishing or unwinding any related hedge transaction, such as dealer discounts, mark-ups and other transaction costs.
As a result, the price, if any, at which BMOCM or any other party may be willing to purchase the notes from you in secondary market
transactions, if at all, will likely be lower than the price to public. Any sale that you make prior to the maturity date could result in a
substantial loss to you.

·
Owning the notes is not the same as owning shares of the Underlying Assets or a security directly linked to the Underlying Assets.
-- The return on your notes will not reflect the return you would realize if you actually owned shares of the Underlying Assets or a
security directly linked to the performance of the Underlying Assets and held that investment for a similar period. Your notes may trade
quite differently from the Underlying Assets. Changes in the price of the Underlying Assets may not result in comparable changes in the
market value of your notes. Even if the prices of the Underlying Assets increase during the term of the notes, the market value of the
notes prior to maturity may not increase to the same extent. It is also possible for the market value of the notes to decrease while the
prices of the Underlying Assets increase. In addition, any dividends or other distributions paid on the Underlying Assets will not be
reflected in the amount payable on the notes. The return on the notes may be less than the return on an investment in the Underlying
Assets.

·
You will not have any shareholder rights and will have no right to receive any shares of the Underlying Assets at maturity. --
Investing in your notes will not make you a holder of any shares of the Underlying Assets, or any securities held by the Underlying
Assets. Neither you nor any other holder or owner of the notes will have any voting rights, any right to receive dividends or other
distributions, or any other rights with respect to those securities.

·
No Delivery of Shares of the Underlying Assets. -- The notes will be payable only in cash. You should not invest in the notes if you
seek to have the shares of the Underlying Assets delivered to you at maturity.

·
Changes that affect the Underlying Indices will affect the market value of the notes, whether the notes will be automatically
called, and the amount you will receive at maturity. -- The policies of the index sponsor of each Underlying Index, concerning the
calculation of the Underlying Index, additions, deletions or substitutions of the components of the Underlying Index and the manner in
which changes affecting those components, such as stock dividends, reorganizations or mergers, may be reflected in the Underlying Index
and, therefore, could affect the share price of the Underlying Assets, the amounts payable on the notes, whether the notes are
automatically called, and the market value of the notes prior to maturity. The amounts payable on the notes and their market value could
also be affected if the index sponsor changes these policies, for example, by changing the manner in which it calculates the Underlying
Index, or if the index sponsor discontinues or suspends the calculation or publication of the Underlying Index.

·
We have no affiliation with the index sponsors of the Underlying Indices and will not be responsible for their actions. -- The
sponsors of the Underlying Indices are not our affiliates, and will not be involved in the offering of the notes in any way. Consequently,
we have no control over the actions of these index sponsors, including any actions of the type that would require the calculation agent to
adjust the payment to you at maturity. The index sponsors have no obligation of any sort with respect to the notes. Thus, the index
sponsors have no obligation to take your interests into consideration for any reason, including in taking any actions that might affect the
value of the notes. None of our proceeds from the issuance of the notes will be delivered to the index sponsors.

·
Adjustments to the Underlying Assets could adversely affect the notes. -- The sponsor and advisor of each Underlying Asset is
responsible for calculating and maintaining that Underlying Asset. The sponsor and advisor of each Underlying Asset can add, delete or
substitute the stocks comprising an Underlying Asset or make other methodological changes that could change the share price of the
Underlying Assets at any time. If one or more of these events occurs, the calculation of the amount payable at maturity may be adjusted to
reflect such event or events. Consequently, any of these actions could adversely affect the amounts payable on the notes and/or the market
value of the notes.

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P-7

·
We and our affiliates do not have any affiliation with the investment advisor or the Underlying Asset Issuers and are not
responsible for their public disclosure of information. -- The investment advisor of each Underlying Asset Issuer advises the
Underlying Asset Issuer on various matters, including matters relating to the policies, maintenance and calculation of the Underlying
Asset. We and our affiliates are not affiliated with these investment advisors or the Underlying Asset Issuers in any way and have no
ability to control or predict their actions, including any errors in or discontinuance of disclosure regarding the methods or policies relating
to the Underlying Assets. Neither the investment advisors nor the Underlying Asset Issuers are involved in the offering of the notes in any
way or have any obligation to consider your interests as an owner of the notes in taking any actions relating to the Underlying Asset
Issuers that might affect the value of the notes. Neither we nor any of our affiliates has independently verified the adequacy or accuracy of
the information about the investment advisors, the Underlying Asset Issuers or the Underlying Assets contained in any public disclosure
of information. You, as an investor in the notes, should make your own investigation into the Underlying Asset Issuers.

·
The correlation between the performance of the Underlying Assets and the performance of the Underlying Indices may be
imperfect. -- The performance of each Underlying Asset is linked principally to the performance of the applicable Underlying Index.
However, because of the potential discrepancies identified in more detail in the product supplement, the return on an Underlying Asset
may correlate imperfectly with the return on its Underlying Index.

·
The Underlying Assets are subject to management risks. -- The Underlying Assets are subject to management risk, which is the risk
that each investment advisor's investment strategy, the implementation of which is subject to a number of constraints, may not produce
the intended results. For example, an investment advisor may invest a portion of the applicable Underlying Asset Issuer's assets in
securities not included in the relevant industry or sector but which the investment advisor believes will help the Underlying Asset track
the relevant industry or sector.

·
Lack of liquidity. -- The notes will not be listed on any securities exchange. BMOCM may offer to purchase the notes in the secondary
market, but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell
the notes easily. Because other dealers are not likely to make a secondary market for the notes, the price at which you may be able to trade
the notes is likely to depend on the price, if any, at which BMOCM is willing to buy the notes.

·
Hedging and trading activities. -- We or any of our affiliates may have carried out or may carry out hedging activities related to the
notes, including in the Underlying Assets, the securities that it holds, or instruments related to the Underlying Assets. We or our affiliates
may also trade in the Underlying Assets, such securities, or instruments related to the Underlying Assets from time to time. Any of these
hedging or trading activities on or prior to the Pricing Date and during the term of the notes could adversely affect the payments on the
notes.

·
Many economic and market factors will influence the value of the notes. -- In addition to the prices of the Underlying Assets and
interest rates on any trading day, the value of the notes will be affected by a number of economic and market factors that may either offset
or magnify each other, and which are described in more detail in the product supplement.

·
You must rely on your own evaluation of the merits of an investment linked to the Underlying Assets. -- In the ordinary course of
their businesses, our affiliates from time to time may express views on expected movements in the prices of the Underlying Assets or the
securities held by the Underlying Assets. One or more of our affiliates have published, and in the future may publish, research reports that
express views on the Underlying Assets or these securities. However, these views are subject to change from time to time. Moreover,
other professionals who deal in the markets relating to Underlying Assets at any time may have significantly different views from those of
our affiliates. You are encouraged to derive information concerning the Underlying Assets from multiple sources, and you should not rely
on the views expressed by our affiliates.

Neither the offering of the notes nor any views which our affiliates from time to time may express in the ordinary course of their
businesses constitutes a recommendation as to the merits of an investment in the notes.

·
Significant aspects of the tax treatment of the notes are uncertain. -- The tax treatment of the notes is uncertain. We do not plan to
request a ruling from the Internal Revenue Service or from any Canadian authorities regarding the tax treatment of the notes, and the
Internal Revenue Service or a court may not agree with the tax treatment described in this pricing supplement.

P-8

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The Internal Revenue Service has released a notice that may affect the taxation of holders of "prepaid forward contracts" and similar
instruments. According to the notice, the Internal Revenue Service and the U.S. Treasury are actively considering whether the holder of
such instruments should be required to accrue ordinary income on a current basis. While it is not clear whether the notes would be
viewed as similar to such instruments, it is possible that any future guidance could materially and adversely affect the tax consequences of
an investment in the notes, possibly with retroactive effect.

Please read carefully the section entitled "Supplemental U.S. Federal Income Tax Considerations" in this pricing supplement, the section
entitled "United States Federal Income Taxation" in the accompanying prospectus and the section entitled "Certain Income Tax
Consequences" in the accompanying prospectus supplement. You should consult your tax advisor about your own tax situation.

Additional Risks Relating to the SPDR® S&P® Oil & Gas Exploration & Production ETF and Energy Select Sector SPDR Fund

·
The stocks included in the Underlying Indices of the SPDR® S&P® Oil & Gas Exploration & Production ETF and the Energy
Select Sector SPDR Fund are concentrated in one sector. -- All of the stocks included in the Underlying Indices are issued by
companies in the oil and gas exploration and production sector. As a result, the stocks that will determine the performance of the
Underlying Indices, which the Underlying Assets seek to replicate, are concentrated in one sector. Although an investment in the notes
will not give holders any ownership or other direct interests in the stocks comprising the Underlying Indices, the return on an investment
in the notes will be subject to certain risks associated with a direct equity investment in companies in the oil and gas exploration and
production sector. Accordingly, by investing in the notes, you will not benefit from the diversification which could result from an
investment linked to companies that operate in multiple sectors.

·
The issuers of the stocks held by the Underlying Assets and included in the Underlying Indices develop and produce, among other things,
crude oil and natural gas, and provide, among other things, drilling services and other services related to oil and gas production and
distribution. Stock prices for these types of companies are affected by supply and demand both for their specific product or service and for
oil and gas products in general. The price of oil and gas, exploration and production spending, government regulation, world events and
economic conditions will likewise affect the performance of these companies. Correspondingly, the stocks of companies in this sector are
subject to swift price fluctuations caused by events relating to international politics, energy conservation, the success of exploration
projects and tax and other governmental regulatory policies. Weak demand for the companies' products or services or for oil and gas
products and services in general, as well as negative developments in these other areas, would adversely impact the value of the stocks
held by the Underlying Assets and included in the Underlying Indices, the market price of the Underlying Assets, and the value of the
notes.

P-9

Examples of the Hypothetical Payment at Maturity for a $1,000 Investment in the Notes

The following table illustrates the hypothetical payments on a note at maturity, assuming that the notes are not automatically called. The
hypothetical payments are based on a $1,000 investment in the note, a hypothetical Initial Stock Price of $100.00 for each Underlying Asset, a
hypothetical Trigger Price of $65.00 for each Underlying Asset (65% of its hypothetical Initial Stock Price), a hypothetical Call Level of $100.00
for each Underlying Asset (100% of its hypothetical Initial Stock Price), a range of hypothetical Final Stock Prices of the Lesser Performing
Underlying Asset and the effect on the payment at maturity if (i) a Trigger Event occurs with respect to any Underlying Asset or (ii) if a Trigger
Event does not occur with respect to any Underlying Asset.

The hypothetical examples shown below are intended to help you understand the terms of the notes. If the notes are not automatically
called, the actual cash amount that you will receive at maturity will depend upon the Final Stock Prices of the Underlying Assets, and whether a
Trigger Event has occurred. If the notes are automatically called prior to maturity, the hypothetical examples below will not be relevant, and you
will receive on the applicable Call Settlement Date, for each $1,000 principal amount, the principal amount plus the Contingent Interest Payment.

As discussed in more detail above, your total return on the notes will depend on the number of applicable Interest Payment Dates on
which the applicable Contingent Interest Payment is payable. It is possible that the only payments on your notes will be the payment, if any, due at
maturity. The payment at maturity will not exceed the principal amount, and may be significantly less.

Payment at Maturity (Excluding Contingent Interest Payments)
Hypothetical Final
Hypothetical Final Stock Price
(ii) if the closing market price
Stock Price of the
Expressed as a Percentage of the
(i) if the closing market price of
of an Underlying Asset falls
an Underlying Asset does not fall
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Lesser Performing
Initial Stock Price of the Lesser
below the Trigger Price on any
Underlying Asset
Performing Underlying Asset
below the Trigger Price on any
day during the Monitoring
day during the Monitoring Period
Period
$150.00
150.00%
$1,000.00
$1,000.00
$125.00
125.00%
$1,000.00
$1,000.00
$110.00
110.00%
$1,000.00
$1,000.00
$100.00
100.00%
$1,000.00
$1,000.00
$90.00
90.00%
$1,000.00
$900.00
$80.00
80.00%
$1,000.00
$800.00
$75.00
75.00%
$1,000.00
$750.00
$70.00
70.00%
$1,000.00
$700.00
$65.00
65.00%
$1,000.00
$650.00
$50.00
50.00%
N/A
$500.00
$25.00
25.00%
N/A
$250.00
$0.00
0.00%
N/A
$0.00

P-10

Supplemental U.S. Federal Income Tax Considerations

The following, together with the discussion of U.S. federal income taxation in the accompanying prospectus and prospectus supplement,
is a general description of the material U.S. tax considerations relating to the notes. It does not purport to be a complete analysis of all tax
considerations relating to the notes. Prospective purchasers of the notes should consult their tax advisors as to the consequences under the tax
laws of the country of which they are resident for tax purposes and the tax laws of Canada and the U.S. of acquiring, holding and disposing of the
notes and receiving payments under the notes. This summary is based upon the law as in effect on the date of this pricing supplement and is subject
to any change in law that may take effect after such date.

The following section supplements the discussion of U.S. federal income taxation in the accompanying prospectus and prospectus
supplement with respect to United States holders (as defined in the accompanying prospectus). It applies only to those holders who are not
excluded from the discussion of U.S. federal income taxation in the accompanying prospectus. It does not apply to holders subject to special rules
including holders subject to Section 451(b) of the Code. In addition, the discussion below assumes that an investor in the notes will be subject to a
significant risk that it will lose a significant amount of its investment in the notes. Bank of Montreal intends to treat Contingent Interest Payments
with respect to the notes as U.S. source income for U.S. federal income tax purposes.

You should consult your tax advisor concerning the U.S. federal income tax and other tax consequences of your investment in the notes in
your particular circumstances, including the application of state, local or other tax laws and the possible effects of changes in federal or other tax
laws.

NO STATUTORY, JUDICIAL OR ADMINISTRATIVE AUTHORITY DIRECTLY DISCUSSES HOW THE NOTES SHOULD BE
TREATED FOR U.S. FEDERAL INCOME TAX PURPOSES. AS A RESULT, THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF
AN INVESTMENT IN THE NOTES ARE UNCERTAIN. BECAUSE OF THE UNCERTAINTY, YOU SHOULD CONSULT YOUR TAX
ADVISOR IN DETERMINING THE U.S. FEDERAL INCOME TAX AND OTHER TAX CONSEQUENCES OF YOUR INVESTMENT IN
THE NOTES, INCLUDING THE APPLICATION OF STATE, LOCAL OR OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF
CHANGES IN FEDERAL OR OTHER TAX LAWS.

We will not attempt to ascertain whether the Underlying Asset or any of the entities whose stock is owned by the Underlying Asset would
be treated as a "passive foreign investment company" within the meaning of Section 1297 of the Code or a "U.S. real property holding corporation"
within the meaning of Section 897 of the Code. If an

Underlying Asset or any of the entities whose stock is owned by the Underlying Asset were so treated, certain adverse U.S. federal
income tax consequences could possibly apply. You should refer to any available information filed with the SEC by the Underlying Asset or any of
the entities whose stock is owned by the Underlying Asset and consult your tax advisor regarding the possible consequences to you in this regard.

In the opinion of our counsel, Morrison & Foerster LLP, it would generally be reasonable to treat a note with terms described in this
pricing supplement as a pre-paid cash-settled contingent income-bearing derivative contract in respect of the Underlying Asset for U.S. federal
income tax purposes, and the terms of the notes require a holder and us (in the absence of a change in law or an administrative or judicial ruling to
the contrary) to treat the notes for all tax purposes in accordance with such characterization. Although the U.S. federal income tax treatment of the
Contingent Interest Payments is uncertain, we intend to take the position, and the following discussion assumes, that such Contingent Interest
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Payments (including any interest payment on or with respect to the maturity date) constitute taxable ordinary income to a United States holder at
the time received or accrued in accordance with the holder's regular method of accounting. If the notes are treated as described above, it would be
reasonable for a United States holder to take the position that it will recognize capital gain or loss upon the sale or maturity of the notes in an
amount equal to the difference between the amount a United States holder receives at such time (other than amounts properly attributable to any
interest payments, which would be treated, as described above, as ordinary income) and the United States holder's tax basis in the notes. In general,
a United States holder's tax basis in the notes will be equal to the price the holder paid for the notes. Capital gain recognized by an individual
United States holder is generally taxed at ordinary income rates where the property is held for one year or less. The deductibility of capital losses
is subject to limitations.

Alternative Treatments

Alternative tax treatments of the notes are also possible and the Internal Revenue Service might assert that a treatment other than that
described above is more appropriate. For example, it would be possible to treat the notes, and the Internal Revenue Service might assert that the
notes should be treated, as a single debt instrument. Because the notes have a term that exceeds one year, such a debt instrument would be subject
to the special tax rules governing contingent payment debt instruments. If the notes are so treated, a United States holder would generally be
required to accrue interest currently over the term of the notes (based upon the yield at which we would issue a non-contingent fixed-rate debt
instrument with terms and conditions similar to the note) irrespective of the Contingent Interest Payments, if any, paid on the notes. In addition, any
gain a United States holder might recognize upon the sale or maturity of the notes would be ordinary income and any loss recognized by a holder
at such time would be ordinary loss to the extent of interest that same holder included in income in the current or previous taxable years in respect
of the notes, and thereafter, would be capital loss.

P-11

Because of the absence of authority regarding the appropriate tax characterization of the notes, it is also possible that the Internal Revenue
Service could seek to characterize the notes in a manner that results in other tax consequences that are different from those described above.

The Internal Revenue Service has released a notice that may affect the taxation of holders of the notes. According to the notice, the
Internal Revenue Service and the Treasury Department are actively considering whether the holder of an instrument such as the notes should be
required to accrue ordinary income on a current basis irrespective of any interest payments, and they sought taxpayer comments on the subject. It is
not possible to determine what guidance they will ultimately issue, if any. It is possible, however, that under such guidance, holders of the notes
will ultimately be required to accrue income currently and this could be applied on a retroactive basis. The Internal Revenue Service and the
Treasury Department are also considering other relevant issues, including whether additional gain or loss from such instruments should be treated
as ordinary or capital and whether the special "constructive ownership rules" of Section 1260 of the Code might be applied to such instruments.
Holders are urged to consult their tax advisors concerning the significance, and the potential impact, of the above considerations. We intend to treat
the notes for U.S. federal income tax purposes in accordance with the treatment described in this pricing supplement unless and until such time as
the Treasury Department and Internal Revenue Service determine that some other treatment is more appropriate.

Backup Withholding and Information Reporting

Please see the discussion under "United States Federal Income Taxation--Other Considerations--Backup Withholding and Information
Reporting" in the accompanying prospectus for a description of the applicability of the backup withholding and information reporting rules to
payments made on your notes.

Non-United States Holders

The following discussion applies to non-United States holders of the notes. A non-United States holder is a beneficial owner of a note
that, for U.S. federal income tax purposes, is a non-resident alien individual, a foreign corporation, or a foreign estate or trust.

While the U.S. federal income tax treatment of the notes (including proper characterization of the Contingent Interest Payments for U.S.
federal income tax purposes) is uncertain, U.S. federal income tax at a 30% rate (or at a lower rate under an applicable income tax treaty) will be
withheld in respect of the Contingent Interest Payments paid to a non-United States holder unless such payments are effectively connected with the
conduct by the non-United States holder of a trade or business in the U.S. (in which case, to avoid withholding, the non-United States holder will
be required to provide a Form W-8ECI). We will not pay any additional amounts in respect of such withholding. To claim benefits under an
income tax treaty, a non-United States holder must obtain a taxpayer identification number and certify as to its eligibility under the appropriate
treaty's limitations on benefits article, if applicable (which certification may generally be made on a Form W-8BEN or W-8BEN-E, or a substitute
or successor form). In addition, special rules may apply to claims for treaty benefits made by corporate non-United States holders. A non-United
States holder that is eligible for a reduced rate of U.S. federal withholding tax pursuant to an income tax treaty may obtain a refund of any excess
amounts withheld by filing an appropriate claim for refund with the Internal Revenue Service. The availability of a lower rate of withholding or an
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Document Outline

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