Obligation Montreal Bank 8.3% ( US06367WUN19 ) en USD

Montreal Bank

100 % ▼

Canada

US06367WUN19 ( en USD )

8.3% par an ( paiement semestriel )

14/04/2021 - Obligation échue

Prospectus brochure de l'obligation Bank of Montreal US06367WUN19 en USD 8.3%, échue

1 000 USD

3 052 000 USD

06367WUN1

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 portant le code ISIN US06367WUN19 (et CUSIP 06367WUN1), émise par la Banque de Montréal, l'une des principales institutions financières du Canada, était un instrument de dette libellé en dollars américains (USD) présentant un taux d'intérêt annuel de 8,3% payé avec une fréquence semi-annuelle, pour une taille totale d'émission de 3 052 000 USD et une taille minimale à l'achat de 1 000 USD, et est arrivée à maturité le 14 avril 2021, ayant été remboursée à sa valeur nominale de 100% de son prix d'émission.

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424B2 1 j110200424b2.htm ARC 636

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

Pricing Supplement dated January 9, 2020 to the Prospectus dated April 27, 2017,
the Prospectus Supplement dated September 23, 2018, and the Product Supplement dated May 1, 2017

US$3,052,000
Autocallable Cash-Settled Notes with Contingent Interest Payments due April 14, 2021
Linked to the Lesser Performing of the S&P 500® Index, the Russell 2000® Index,
the iShares® MSCI Emerging Markets ETF and the VanEck Vectors® Gold Miners ETF

·
This pricing supplement relates to an offering of Autocallable Cash-Settled Notes with Contingent Interest Payments linked to the
Lesser Performing of the S&P 500® Index, the Russell 2000® Index, the iShares® MSCI Emerging Markets ETF and the VanEck
Vectors® Gold Miners ETF (the "Underlying Assets").
·
The notes are designed for investors who are seeking conditional interest payments equal to 0.69167% (or 8.30% per annum) of the
principal amount per month, as well as a return of principal if the Closing Level of each Underlying Asset on any Call Date beginning
on July 9, 2020 is greater than or equal to 100% of its Initial Level (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 bear interest at a rate equal to 0.69167% of the principal amount per month ($6.9167 per $1,000 in principal amount) if
the value of each Underlying Asset is greater than or equal to its Coupon Barrier Level as of the applicable monthly Observation Date.
Any interest will be payable on the 14th day of each month or the next business day (if not a business day), beginning on February 14,
2020, until the maturity date, subject to the automatic redemption feature.
·
If on any Call Date beginning on July 9, 2020, the Closing Level of each Underlying Asset is greater than its Call Level, the notes will
be automatically called. On the applicable Call Settlement Date, for each $1,000 principal amount, investors will receive the principal
amount plus the applicable 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 Level of each Underlying Asset and whether the Closing Level of any Underlying Asset has declined from
its Initial Level below its Trigger Level during the Monitoring Period (a "Trigger Event"), as described below.
·
If the notes are not automatically redeemed, and a Trigger Event occurs with respect to any Underlying Asset and the Final Level of
any Underlying Asset is less than its Initial Level, investors will be subject to one-for-one loss of the principal amount of the notes for
any percentage decrease in the Lesser Performing Underlying Asset from its Initial Level to its Final Level. 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 offering priced on January 9, 2020, and the notes will settle through the facilities of The Depository Trust Company on January 14,
2020.
·
The notes are scheduled to mature on April 14, 2021.
·
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").
Coupon Barrier
and Trigger
Autocallable
Levels
Proceeds to
Note
Ticker
Initial
(60% of the
Principal Price to
Agent's
Bank of
Number
Underlying Assets
Symbols Levels
Initial Levels)*
CUSIP
Amount Public(1) Commission(1) Montreal
ARC636
S&P 500® Index
SPX
3,274.70
1,964.82
06367WUN1 $3,052,000 100.00%
0.25%
99.75%

Russell 2000® Index
RTY 1,664.988
998.993

iShares® MSCI Emerging Markets ETF
EEM
$45.35
$27.21

US$7,630
US$3,044,370

VanEck Vectors® Gold Miners ETF
GDX
$28.04
$16.82

* Rounded to two decimal places in the case of the GDX, and three decimal places in the case of the RTY.
(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 $997.50 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-6 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, based on the terms set forth above, the estimated initial value of the notes is $973 per $1,000 in principal amount. 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.

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BMO CAPITAL MARKETS

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Key Terms of the Notes:

Underlying Assets:
The S&P 500® Index (ticker symbol: SPX), the Russell 2000® Index (ticker symbol: RTY), the iShares®
MSCI Emerging Markets ETF (ticker symbol: EEM) and the VanEck Vectors® Gold Miners ETF (ticker
symbol: GDX) and. See the section below entitled "The Underlying Assets" for additional information
about the Underlying Assets.

Conditional Coupon:
If the Closing Level of each Underlying Asset is greater than or equal to its respective Coupon Barrier Level
as of the applicable monthly Observation Date, investors will receive an interest payment for that month.
Holders of the notes may not receive any interest payments during the term of the notes.

Interest Rate:
0.69167% of the principal amount per month, if payable, unless earlier redeemed. Accordingly, each interest
payment, if payable, will equal $6.9167 for each $1,000 in principal amount per month.

Observation Dates:
The third (3rd) scheduled trading day prior to the applicable 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."

Interest Payment Dates:
Interest, if payable, will be paid on the 14th day of each month or the next business day (if not a business
day), beginning on February 14, 2020, until the maturity date, subject to the automatic redemption feature.

Automatic Redemption:
If, on any monthly Call Date beginning on July 9, 2020, the Closing Level of each Underlying Asset is
greater than or equal to 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
Redemption:
principal amount, investors will receive the principal amount plus the applicable interest payment.

Call Dates:
The third (3rd) business day prior to a Call Settlement Date, beginning July 9, 2020. Each Call 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 14th day of each month, or the next business day (if not a business day), beginning on July 14, 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
note, unless (a) a Trigger Event has occurred with respect to any Underlying Asset and (b) the Final Level
of any Underlying Asset is less than its Initial Level.

However, holders of the notes are subject to potential loss of principal at maturity. If a Trigger Event has
occurred with respect to any Underlying Asset, and if the Final Level of any Underlying Asset is less than
its Initial Level, 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.

You will also receive the final 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 Level is less
than its Trigger Level on any trading day during the Monitoring Period.

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

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

Percentage Changes:
With respect to each Underlying Asset,

Final Level - Initial Level

, expressed as a percentage

Initial Level
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Initial Levels:
With respect to each Underlying Asset, its Closing Level on the Pricing Date, as set forth on the cover page
of this pricing supplement. The Initial Levels for the EEM and GDX are subject to adjustments in certain
circumstances. See "General Terms of the Notes -- Anti-Dilution Adjustments to an Underlying Asset that
Is an ETF" in the product supplement for additional information about these adjustments.

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

Final Levels:
With respect to each Underlying Asset, its Closing Level on the Valuation Date.

Coupon Barrier Levels:
With respect to each Underlying Asset, 60% of its Initial Level, as set forth on the cover page of this pricing
supplement.

Trigger Levels:
With respect to each Underlying Asset, 60% of its Initial Level, as set forth on the cover page of this pricing
supplement.

Pricing Date:
January 9, 2020

Settlement Date:
January 14, 2020

Valuation Date:
April 9, 2021

Maturity Date:
April 14, 2021

Calculation Agent:
BMOCM

Selling Agent:
BMOCM

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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 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.

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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 or their components. 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 whether a Trigger Event has occurred with respect
to any Underlying Asset, and whether the Final Level of any Underlying Asset is less than its Initial Level. If a Trigger
Event has occurred with respect to any Underlying Asset, and if the Final Level of any Underlying Asset is less than its
Initial Level, 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 Level. 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.

·
You may not receive any conditional interest payments with respect to your notes. -- If the Closing Level of any
Underlying Asset is less than or equal to its respective Coupon Barrier Level as of the applicable monthly Observation
Date, you will not receive a monthly interest payment on the applicable interest payment date. You may not receive any
interest payments during the term of the notes.

·
The protection provided by the Trigger Level of an Underlying Asset may terminate on any day during the
Monitoring Period. -- If the Closing Level of any Underlying Asset on any trading day during the Monitoring Period is
less than its Trigger Level and the Final Level of any Underlying Asset is less than its Initial Level, you will be fully
exposed at maturity to any decrease in the value of the Lesser Performing Underlying Asset. Under these circumstances,
if the Percentage Change of the Lesser Performing Underlying Asset on the Valuation Date 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 Final
Level of the Lesser Performing Underlying Asset is less than its Initial Level. You will be subject to this potential loss of
principal even if, after the Trigger Event occurs with respect to any Underlying Asset, the value of each Underlying Asset
increases above its Trigger Level.

·
Your notes are subject to automatic early redemption. -- We will redeem the notes if the Closing Level of each
Underlying Asset on any Call Date specified above is greater than its Call Level. Following an automatic redemption, you
will not receive any additional conditional 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 conditional interest payments, 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 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 conditional interest payment, even if the Final Level of an
Underlying Asset exceeds its Call Level by a substantial amount. Accordingly, your maximum return for each $1,000 in
principal amount of the notes is equal to the potential monthly payments over the term of the notes.

· 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 Assets perform better. -- We will only make
each interest payment on the notes if the Closing Level of each of the Underlying Assets on the applicable Observation
Date exceeds the applicable Coupon Barrier, even if the values of the other Underlying Assets have increased
significantly. Similarly, if a Trigger Event occurs with respect to any Underlying Asset and the Final Level of any
Underlying Asset is less than its Initial Level, your payment at maturity will be determined by reference to the
performance of the Lesser Performing Underlying Asset. Even if the other Underlying Assets have 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 if a Trigger Event occurs.

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·
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 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 Assets. 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 components, 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 one Underlying Asset would not be mitigated by any appreciation
of the other Underlying Assets. Instead, your receipt of interest payments on the notes will depend on the value of each
Underlying Asset on each Observation Date, and your return at maturity will depend solely on the Final Level of the
Lesser Performing Underlying Asset if a Trigger Event occurs.

· 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 that are ETFs or the securities represented or 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 value of an Underlying Asset and, therefore, the market value of 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 was 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.

· The terms of the notes are 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.

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· 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 agent's commission 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 the Underlying Assets or their components or a security directly linked
to the performance of the Underlying Assets or their components. -- The return on your notes will not reflect the
return you would realize if you actually owned the Underlying Assets or their components or a security directly linked to
the performance of the Underlying Assets or their components and held that investment for a similar period. Your notes
may trade quite differently from the Underlying Assets. Changes in the value of an Underlying Asset may not result in
comparable changes in the market value of your notes. Even if the value of an Underlying Asset increases from its Initial
Level 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 prior to maturity to decrease while the value of an Underlying Asset
increases. In addition, any dividends or other distributions paid on the applicable Underlying Asset 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 applicable
Underlying Asset.

· You will not have any shareholder rights and will have no right to receive any securities represented by the
Underlying Assets at maturity. -- Investing in your notes will not make you a holder of any securities represented 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 these securities.

· Adjustments to the Underlying Assets could adversely affect the value of the notes. -- Standard & Poor's, the
sponsor of the SPX, FTSE Russell, the sponsor of the RTY (each, an "Index Sponsor"), BlackRock, Inc. (collectively with
its affiliates, "BlackRock"), as the sponsor and advisor of the EEM, and VanEck Associates, the investment advisor of the
GDX, may add, delete or substitute the stocks represented or held by the Underlying Assets, or make other
methodological changes. Further, these Index Sponsors and these investment advisors may discontinue or suspend
calculation or publication of these indices or discontinue or suspend maintenance of these ETFs at any time, as applicable.
Any of these actions could affect the value of and the return on the notes.

· We have no affiliation with either Index Sponsor (or the underlying index for any ETF) or the sponsor or
investment advisor of any ETF and will not be responsible for any actions taken by them. -- The sponsors of these
indices and the sponsors or investment advisors of these ETFs 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 sponsors or the sponsors or
investment advisors of the ETFs, including any actions of the type that would require the calculation agent to adjust the
payments on the notes. None of these index sponsors or the sponsors or investment advisors of the ETFs has any
obligation of any sort with respect to the notes. Thus, none of these index sponsors or the sponsors or investment advisors
of the ETFs has any 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 either Index
Sponsor or the sponsor or investment advisor of either ETF.

·
The performance of each ETF may not correlate with the performance of its underlying index as well as the net
asset value per share of that ETF. -- The performance of an ETF is linked principally to the performance of its
underlying index and the net asset value per share of that ETF. However, because of the potential discrepancies identified
in more detail in the product supplement, the return on an ETF may correlate imperfectly with the return on its underlying
index or its net asset value per share.

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· The ETFs are subject to management risks. -- The ETFs are subject to management risk, which is the risk that the
investment advisor's investment strategy, the implementation of which is subject to a number of constraints, may not
produce the intended results. For example, the investment advisor may invest a portion of an ETF's assets in securities not
included in the relevant industry or sector but which the investment advisor believes will help that ETF 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 purchasing or selling securities included in an Underlying Asset, or futures or options
relating to an Underlying Asset, or other derivative instruments with returns linked or related to changes in the
performance of an Underlying Asset. We or our affiliates may also engage in trading relating to an Underlying Asset 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 our payment to you at maturity.

· Many economic and market factors will influence the value of the notes. -- In addition to the value of each
Underlying Asset 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
values of the Underlying Assets or the securities represented or 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 the 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.

·
An investment in the notes is subject to risks associated in investing in stocks with a small market capitalization. --
The RTY consists of stocks issued by companies with relatively small market capitalizations. These companies often have
greater stock price volatility, lower trading volume and less liquidity than large-capitalization companies. As a result, the
level of the RTY may be more volatile than that of a market measure that does not track solely small-capitalization stocks.
Stock prices of small-capitalization companies are also generally more vulnerable than those of large-capitalization
companies to adverse business and economic developments, and the stocks of small-capitalization companies may be
thinly traded, and be less attractive to many investors if they do not pay dividends. In addition, small capitalization
companies are typically less well-established and less stable financially than large-capitalization companies and may
depend on a small number of key personnel, making them more vulnerable to loss of those individuals. Small
capitalization companies tend to have lower revenues, less diverse product lines, smaller shares of their target markets,
fewer financial resources and fewer competitive strengths than large-capitalization companies. These companies may also
be more susceptible to adverse developments related to their products or services.

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