Bond Montreal Bank 0% ( US06367TQJ24 ) in USD

Issuer Montreal Bank
Market price 100 %  ⇌ 
Country  Canada
ISIN code  US06367TQJ24 ( in USD )
Interest rate 0%
Maturity 29/01/2018 - Bond has expired



Prospectus brochure of the bond Bank of Montreal US06367TQJ24 in USD 0%, expired


Minimal amount 1 000 USD
Total amount 310 240 000 USD
Cusip 06367TQJ2
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description Bank of Montreal (BMO) is a major Canadian multinational bank offering a wide range of financial services including personal and commercial banking, wealth management, and investment banking, operating across North America and internationally.

The Bond issued by Montreal Bank ( Canada ) , in USD, with the ISIN code US06367TQJ24, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 29/01/2018







424B2 1 p126170424b2.htm RJ ABP

Registration Statement No. 333-196387
Filed Pursuant to Rule 424(b)(2)

Amended and Restated Pricing Supplement dated January 25, 2017 to the Pricing Supplement dated January 20, 2017
(To the Prospectus dated June 27, 2014 and
the Prospectus Supplement dated June 27, 2014)

$310,240,000
Senior Medium-Term Notes, Series C
Linked to Raymond James Analysts' Best Picks® for 2017,
due January 29, 2018

·
The notes are linked to an equally-weighted basket of shares of 17 common stocks (each, a "Reference Share" and together, the "Basket") of
entities that are not affiliated with us (each, a "Reference Share Issuer"). The Reference Shares were selected in December 2016 by the Equity
Research Department at Raymond James & Associates, Inc. ("Raymond James") as the Raymond James Analysts' Best Picks® for 2017.

·
You may lose all or a portion of the principal amount of your notes at maturity.

· The Reference Shares are: ARRIS International plc ("ARRS"); Avnet, Inc. ("AVT"); CyrusOne Inc. ("CONE"); Halliburton Company ("HAL");
Mohawk Industries, Inc. ("MHK"); Monolithic Power Systems, Inc. ("MPWR"); Marathon Oil Corporation ("MRO"); Microsoft Corporation
("MSFT"); Mylan N.V. ("MYL"); Newell Brands Inc. ("NWL"); Oasis Petroleum Inc. ("OAS"); O'Reilly Automotive, Inc. ("ORLY"); Bank of
the Ozarks, Inc. ("OZRK"); Roper Technologies, Inc. ("ROP"); UnitedHealth Group Incorporated ("UNH"); Willis Towers Watson Public
Limited Company ("WLTW"); and Wintrust Financial Corporation ("WTFC"). Each Reference Share has an equal weighting of 1/17th. This
pricing supplement contains a description of the criteria used to select the Reference Shares for inclusion in the Basket. See "Raymond James
Analysts' Best Picks for 2017."

· The notes do not pay any interest.

· On the maturity date, the amount that we will pay to you for each $1,000 in principal amount of the notes (the "Redemption Amount") will
depend upon the performance of the Basket and the dividends paid on the Reference Shares over the term of the notes. As described in more detail
below, the Redemption Amount will be less than the price to the public set forth below if the "Basket Level Percentage" (as defined below) is not
at least approximately 103.09%. We describe in more detail below how the payment at maturity will be determined.

·
Any payment at maturity on the notes is subject to our credit risk.

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

·
The CUSIP number of the notes is 06367TQJ2.

·
Our subsidiary, BMO Capital Markets Corp. ("BMOCM"), is the agent for this offering. See "Supplemental Plan of Distribution--Conflicts of
Interest" below.

Investing in the notes involves risks, including those described in the "Additional Risk Factors" section beginning on page PS-6 of this
pricing supplement and the "Risk Factors" sections beginning on page S-1 of the prospectus supplement, and on page 7 of the prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or
passed upon the accuracy of this pricing 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 Bank Insurance Fund, the Canada Deposit Insurance Corporation or any other governmental agency or instrumentality or
other entity.

On January 20, 2017 (the "pricing date"), the estimated initial value of the notes was $965.80 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.

(1)
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Price to Public
Agent's Commission
Proceeds to Us
Per $1,000 of the Notes
US$1,000.00
US$20.00
US$980.00
Total
US$310,240,000
US$6,204,800
US$304,035,200

(1) $20.00 per $1,000 in principal amount per note will be received by Raymond James for its services acting as an agent in connection with the
distribution of the notes. Please see "Supplemental Plan of Distribution (Conflicts of Interest)" in this pricing supplement.

BMO Capital Markets




KEY TERMS OF THE NOTES

This section summarizes the terms of the notes, and should be read together with the additional information in this pricing supplement, including the
information set forth below under the captions "Additional Risk Factors" and "Description of the Notes."

Pricing Date of the
January 20, 2017
Notes:


Issue Date of the Notes: January 27, 2017


Issue Price of the Notes: $1,000 per $1,000 in principal amount of the notes.


Interest Payments:
None.


Reference Shares:
The 17 Reference Shares set forth on the cover page of this pricing supplement. The Reference Shares are the securities
included in Raymond James Analysts' Best Picks for 2017.


Raymond James
In December of each year, the equity research department at Raymond James selects its best picks for the following calendar
Analysts' Best Picks for year. Raymond James' goal in selecting the Best Picks for 2017 was to identify stocks that will be able to sustain operational
2017:
growth and price appreciation over a 12 month period. For more detail, please see the section entitled "Raymond James
Analysts' Best Picks for 2017" and "Additional Risk Factors--Risks Relating to the Reference Shares" in this pricing
supplement.


Redemption Amount:
The amount that you will receive at maturity for each $1,000 in principal amount of the notes will depend upon the
performance of the Basket and the dividends paid on the Reference Shares. The Redemption Amount will equal the product of
(a) $1,000, (b) the Basket Level Percentage, and (c) the Participation Rate.

As discussed in more detail below, the Basket Level Percentage must exceed approximately 103.09% in order for you to
receive a Redemption Amount per $1,000 in principal amount of the notes that exceeds the principal amount. In addition, the
Redemption Amount could be substantially less than the principal amount of the notes.


Reference Share
For each Reference Share, 1/17th.
Weighting:


Reference Share
The Reference Share Performance will measure the change in value of each Reference Share over the term of the notes,
Performance:
including the payment of certain dividends. For each Reference Share, the Reference Share Performance will equal (a) the
applicable Final Share Price divided by (b) the applicable Initial Share Price, expressed as a percentage. See "Description of
the Notes--Payment at Maturity."


Weighted Reference
For each Reference Share, the product of (a) its Reference Share Performance and (b) the Reference Share Weighting.
Share Performance:


Participation Rate:
97.00%. Because the Participation Rate is less than 100%, the Basket Level Percentage must exceed approximately 103.09%
in order for you to receive a Redemption Amount per $1,000 in principal amount of the notes that exceeds the principal
amount of the notes.


Basket Level
The sum of the Weighted Reference Share Performances.
Percentage:


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Average Intra-day
With respect to a Reference Share and any averaging date, the arithmetic mean of the prices at which we or any of our
Price:
affiliates (which may include the calculation agent) acquires, establishes, reestablishes, substitutes, maintains, unwinds or
disposes of, as the case may be, of any transactions or assets relating to that Reference Share as we deem necessary to hedge
our obligations with respect to the notes.


PS-2


Initial Share Price:
The arithmetic mean of the Average Intra-day Prices on each averaging date. The Initial Share Price of each Reference Share
was determined over the four averaging dates set forth below.

The Initial Share Price for each of the Reference Shares is as follows:


Reference Share
Ticker
Initial Share Price

ARRIS International plc
ARRS
29.4378

Avnet, Inc.
AVT
47.1727

CyrusOne Inc.
CONE
50.2960

Halliburton Company
HAL
56.0453

Mohawk Industries, Inc.
MHK
211.5831

Monolithic Power Systems, Inc.
MPWR
89.0435

Marathon Oil Corporation
MRO
17.6256

Microsoft Corporation
MSFT
63.0949

Mylan N.V.
MYL
36.3662

Newell Brands Inc.
NWL
46.7242

Oasis Petroleum Inc.
OAS
14.5204

O'Reilly Automotive, Inc.
ORLY
268.7527

Bank of the Ozarks, Inc.
OZRK
53.4548

Roper Technologies, Inc.
ROP
187.1864

UnitedHealth Group Incorporated
UNH
159.7150

Willis Towers Watson Public Limited Company
WLTW
126.1201

Wintrust Financial Corporation
WTFC
71.0723

Final Share Price:
For one Reference Share, the sum of (a) the arithmetic mean of the closing prices on each valuation date, and (b) the Dividend
Amount for that Reference Share.


Averaging Dates:
January 20, 2017, January 23, 2017, January 24, 2017 and January 25, 2017.


Valuation Dates:
The valuation dates will occur on four trading days occurring shortly before the maturity date. The scheduled valuation dates
are: January 22, 2018, January 23, 2018, January 24, 2018 and January 25, 2018.


Dividend Amount:
An amount in U.S. dollars equal to 100% of the gross cash distributions (including ordinary and extraordinary dividends) per
Reference Share declared by the applicable Reference Share Issuer where the date that the applicable Reference Share has
commenced trading ex-dividend on its primary U.S. securities exchange as to each relevant distribution occurs from the
second averaging date to the final valuation date, determined as described in more detail below. The positive effect of the
Dividend Amount on the Redemption Amount will be reduced as a result of the Participation Rate, as set forth in "--
Redemption Amount" above.

For each Reference Share Issuer that is organized outside of the U.S., the applicable Dividend Amount may be reduced as
described in the section below, "Description of the Notes--Payment at Maturity."


Calculation Agent:
BMO Capital Markets Corp. ("BMOCM")


CUSIP:
06367TQJ2


Distribution:
The notes are not intended for purchase by any investor that is not a United States person, as that term is defined for U.S.
federal income tax purposes, and no dealer may make offers of the notes to any such investor.

Each valuation date for any Reference Share, as well as the maturity date, are subject to postponement in the event of a Market Disruption
Event with respect to an applicable Reference Share, as described in the section "Description of the Notes ­ Market Disruption Events" in this pricing
supplement.
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PS-3


HYPOTHETICAL PAYMENTS ON THE NOTES AT MATURITY

The following hypothetical examples are provided for illustration purposes only and are hypothetical; they do not purport to be representative
of every possible scenario concerning increases or decreases in the value of the Basket and the related effect on the Redemption Amount. The following
hypothetical examples illustrate the payment you would receive on the maturity date if you purchased $1,000 in principal amount of the notes. Numbers
appearing in the examples below have been rounded for ease of analysis. The examples below assume a Participation Rate of 97.00%.

Basket Level
Redemption Amount per $1,000 in
Percentage Gain (or Loss) per
Percentage
Principal Amount
$1,000 in Principal Amount
140.00%
$1,358.00
35.80%
130.00%
$1,261.00
26.10%
120.00%
$1,164.00
16.40%
110.00%
$1,067.00
6.70%
103.09%(1)
$1,000.00
0.00%
100.00%(2)
$970.00
-3.00%
90.00%
$873.00
-12.70%
80.00%
$776.00
-22.40%
70.00%
$679.00
-32.10%
60.00%
$582.00
-41.80%
(1) For you to receive a Redemption Amount greater than the principal amount the notes, the Basket Level Percentage must be greater than
approximately 103.09% due to the effect of the Participation Rate being only 97.00%.
(2) If the Basket Level Percentage is not at least approximately 103.09%, you will lose some or all of the principal amount of the notes.

Please see the sections below, "Additional Risk Factors--General Risks Relating to the Notes--Your investment may result in a loss" and "--
The notes will not reflect the full performance of the Reference Shares, which may negatively impact your return on the notes."


PS-4

ADDITIONAL TERMS OF THE NOTES

You should read this pricing supplement together with the prospectus supplement dated June 27, 2014 and the prospectus dated June 27, 2014.
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" in this pricing 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):

·
Prospectus supplement dated June 27, 2014:
http://www.sec.gov/Archives/edgar/data/927971/000119312514254915/d750935d424b5.htm

·
Prospectus dated June 27, 2014:
http://www.sec.gov/Archives/edgar/data/927971/000119312514254905/d749601d424b2.htm

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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PS-5

ADDITIONAL RISK FACTORS

An investment in the notes involves risks. This section describes significant risks relating to the terms of the notes. The notes are a riskier
investment than ordinary debt securities. In addition, the notes are not equivalent to investing directly in the Reference Shares. Before investing in the
notes, you should read the following information about these risks, together with the other information contained in or incorporated by reference in the
prospectus supplement and prospectus.

General Risks Relating to the Notes

Your investment in the notes may result in a loss. The notes do not guarantee any return of principal. The amount payable on the notes at
maturity will depend on the performance of the Reference Shares and the applicable Dividend Amount and may be less, and possibly significantly less,
than your initial investment. If the prices of the Reference Shares decrease, the payment at maturity may be less than the principal amount. In addition,
because the Participation Rate is only 97.00%, the Basket Level Percentage must exceed approximately 103.09% in order for you to receive a
Redemption Amount that exceeds the principal amount. You may lose all or a substantial portion of the amount that you invested to purchase the notes.
You may incur a loss, even if the Basket Level Percentage is positive (but less than approximately 103.09%). Please also see "--The notes will not
reflect the full performance of the Reference Shares, which may negatively impact your return on the notes."

The notes do not pay interest and your return may be lower than the return on a conventional debt security of comparable maturity.
There will be no periodic interest payments on the notes as there would be on a conventional fixed-rate or floating-rate debt security having the same
maturity. The yield that you will receive on your notes, which could be negative, may be less than the yield you could earn if you purchased a standard
senior debt security of Bank of Montreal with the same maturity date. Your investment may not reflect the full opportunity cost to you when you take
into account factors that affect the time value of money.
Owning the notes is not the same as owning the Reference Shares or a security directly linked to the performance of the Reference
Shares. The return on your notes will not reflect the return you would realize if you actually owned the Reference Shares or a security directly linked
to the performance of the Reference Shares and held that investment for a similar period. Your notes may trade quite differently from the Reference
Shares. Changes in the prices and dividend yields of the Reference Shares may not result in comparable changes in the market value of your notes.
Even if the prices and dividend yields of the Reference Shares 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 and dividend yields of the Reference
Shares increase.

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, among other things, 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
agent's commission, and 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 pricing date was derived using our internal pricing models. This value is based on market
conditions, interest rates, and other relevant factors. 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. 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 values do 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 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.

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.

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PS-6

Any increase in the price of one or more Reference Shares may be offset by decreases in the price of one or more other Reference
Shares. The price of one or more of the Reference Shares may increase while the price of one or more of the other Reference Shares decreases.
Therefore, in determining the value of the Basket at any time, increases in the price of one Reference Share may be moderated, or wholly offset, by
decreases in the price of one or more other Reference Shares. You may incur a loss, even if the Basket Level Percentage is positive (but less than
103.09%).

The notes may not have an active trading market. Your notes will not be listed on any securities exchange, and there may be little or no
secondary market for your notes. Even if a secondary market for your notes develops, it may not provide significant liquidity. We expect that
transaction costs in any secondary market would be high. As a result, the difference between bid and ask prices for your notes in any secondary market
could be substantial. If you sell your notes before maturity, you may suffer substantial losses.

The notes will not reflect the full performance of the Reference Shares, which may negatively impact your return on the notes.
Because the calculation of the Redemption Amount includes a Participation Rate of less than 100%, the return, if any, on the notes will not reflect the
full performance of the Reference Shares. Therefore, the yield to maturity based on the methodology for calculating the Redemption Amount will be
less than the yield that would be produced if the Reference Shares were purchased and held for a similar period. The Basket Level Percentage must be
at least approximately 103.09% for the Redemption Amount to exceed the principal amount.

In addition, as to the Reference Shares that are organized outside of the U.S., the Dividend Amounts that are reflected in the payments on the
notes may be reduced as discussed in the section below, "Description of the Notes--Payment at Maturity."

The market value of your notes may be influenced by many unpredictable factors. The following factors, many of which are beyond our
control, may influence the market value of your notes:

·
the market prices of the Reference Shares;

·
the dividend yields of the Reference Shares;

·
economic, financial, political, military, regulatory, legal and other events that affect the securities markets generally and the U.S. markets
in particular, and which may affect the values of the Reference Shares;

·
if the Reference Shares include one or more equity securities that have been issued by non-U.S. companies (a "non-U.S. Reference
Share"), changes in, and the volatility of, the exchange rates between the U.S. dollar and the relevant non-U.S. currency or currencies
could have a negative impact on the payments due on your notes and their market value; and

·
interest rates in the market.

These factors may influence the market value of your notes if you sell your notes before maturity. Our creditworthiness, as represented by our
credit ratings or as otherwise perceived in the market will also affect the market value of your notes. If you sell your notes prior to maturity, you may
receive less than your initial investment.

Payments on the notes are subject to our credit risk, and changes in our credit ratings may adversely affect the market value of the
notes. The notes are our senior unsecured debt securities. The payment amount due on the maturity date is dependent upon our ability to repay our
obligations at that time. This will be the case even if the values and dividend yields of the Reference Shares increase as of the valuation dates. No
assurance can be given as to what our financial condition will be at any time during the term of the notes.

The Initial Share Price for each Reference Share was based on the Average Intra-day Prices for that Reference Share on each
averaging date, which may adversely affect the return on the notes. The Initial Share Price of each Reference Share, which is used to determine the
related Reference Share Performance and therefore the Basket Level Percentage, was based on the Average Intra-day Prices of that Reference Share on
each averaging date. The Average Intra-day Price for a Reference Share on any averaging date is the arithmetic mean of the prices at which we, or one
or more of our affiliates execute transactions with respect to such Reference Share on each averaging date in order to hedge our obligations under the
notes.

PS-7

As a result, the hedging activities relating to each Reference Share by us or any of our affiliates may have affected the calculation agent's
determination of the Initial Share Price for each Reference Share; therefore, these hedging activities may adversely affect the payment at maturity, if
any.

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The Final Share Price of each Reference Share is based on the arithmetic average of its closing prices on each valuation date and may
be less than the closing prices of such Reference Share prior to such dates or on any valuation date individually. The Final Share Price of each
Reference Share will be calculated based on the closing prices of that Reference Share on each of the valuation dates specified above. The prices prior
to those dates will not be used to determine the Redemption Amount. Therefore, no matter how high the prices of the relevant Reference Shares may
be during the term of the notes, only the closing prices of the Reference Shares on each of the valuation dates will be used to calculate the applicable
Final Share Prices and the Redemption Amount payable to you at maturity. In addition, because each Final Share Price is based on the arithmetic
average of the closing prices of the relevant Reference Share on each valuation date, the Final Share Price calculated in this manner may be lower than
the price of the relevant Reference Share on any single valuation date. Accordingly, the averaging feature may decrease the Final Share Price and
therefore your return on the notes.

Correlation among the Reference Shares may affect the value of your notes. The Reference Shares may not represent a diversified
portfolio of securities. To the extent that the Reference Shares move in the same direction (i.e., are highly correlated), you will lose some or all of the
benefits that would ordinarily attend a diversified portfolio of securities. The Reference Shares may be concentrated in a limited number of industries.
An investment in the notes might increase your exposure to fluctuations in any of the sectors represented by the Basket.

We will not hold shares of any Reference Share for your benefit. The indenture and the terms governing your notes do not contain any
restriction on our ability or the ability of any of our affiliates to sell, pledge or otherwise convey all or any portion of Reference Shares that we or they
may acquire. Neither we nor our affiliates will pledge or otherwise hold any assets for your benefit, including any Reference Shares. Consequently, in
the event of our bankruptcy, insolvency or liquidation, any of those assets that we own will be subject to the claims of our creditors generally and will
not be available for your benefit specifically.

You must rely on your own evaluation of the merits of an investment linked to the Reference Shares. In the ordinary course of their
business, BMOCM, Raymond James and our respective affiliates may have expressed views on expected movements in any Reference Share, and may
do so in the future. These views or reports may be communicated to our clients, Raymond James' clients, and clients of our respective affiliates.
However, these views are subject to change from time to time. Moreover, other professionals who transact business in markets relating to any
Reference Share may at any time have significantly different views from those of our respective affiliates. For these reasons, you are encouraged to
derive information concerning the Reference Shares from multiple sources, and you should not rely solely on views expressed by us or our respective
affiliates.

Our trading and other transactions relating to the Reference Shares, futures, options or other derivative products may adversely
affect the market value of the notes. As described below under "Use of Proceeds and Hedging," we or our affiliates may hedge our obligations under
the notes by purchasing or selling the Reference Shares, futures or options relating to the Reference Shares, or other derivative instruments with returns
linked or related to changes in the performance of the Reference Shares. We may adjust these hedges by, among other things, purchasing or selling
those assets at any time. Although they are not expected to do so, any of these hedging activities may adversely affect the prices of the Reference
Shares, and therefore, the market value of the notes, and the amount payable at maturity. It is possible that we or one or more of our affiliates could
receive substantial returns from these hedging activities, even though the market value of the notes decreases.

We, Raymond James, or one or more of our respective affiliates may also engage in trading relating to the Reference Shares 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, including block trades. Any of these activities could adversely affect the prices of the Reference Shares and, therefore, the market value
of the notes. We, Raymond James, or one or more of our respective 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 Reference Shares. 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.

PS-8

Our business activities and the business activities of our affiliates may create conflicts of interest. As noted above, we, Raymond James,
or one or more of our respective affiliates expect to engage in trading activities related to the Reference Shares that are not for the account of holders of
the notes or on their behalf. These trading activities may present a conflict between the holders' interests in the notes and the interests we and our
affiliates will have in their proprietary accounts, in facilitating transactions, including options and other derivatives transactions, for their customers and
in accounts under their management. These trading activities, if they influence the prices of the Reference Shares, could be adverse to the interests of
the holders of the notes. We, Raymond James, or one or more of our respective affiliates may, at present or in the future, engage in business with the
issuers of the Reference Shares, including making loans to or providing advisory services to those companies. These services could include investment
banking and merger and acquisition advisory services. These activities may present a conflict between our or one or more of our affiliates' obligations
and your interests as a holder of the notes. Moreover, we, Raymond James and our respective affiliates have published, and in the future expect to
publish, research reports with respect to most or even all of the Reference Shares. This research is modified from time to time without notice and may
express opinions or provide recommendations that are inconsistent with purchasing or holding the notes. Even if our affiliates or Raymond James
provides research that expresses a negative opinion about one or more of the Reference Shares, or if market conditions change, the composition of the
Basket will not change during the term of the notes (except under the limited circumstances described below). Any of these activities by us or one or
more of our affiliates may affect the prices of the Reference Shares and, therefore, the market value of the notes.

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As calculation agent, BMOCM will have the authority to make determinations that could affect the value of your notes and your
payment at maturity. As calculation agent for your notes, BMOCM will have discretion in making various determinations that affect your notes,
including determining the Initial Share Prices, the Final Share Prices, the Basket Level Percentage, the Redemption Amount and whether any market
disruption event has occurred. The calculation agent also has discretion in making certain adjustments relating to mergers and certain other corporate
transactions that a Reference Share Issuer may undertake. The exercise of this discretion by BMOCM could adversely affect the value of your notes
and may present BMOCM, which is our wholly owned subsidiary, with a conflict of interest.

The historical performance of the Reference Shares should not be taken as an indication of their future performance. The Final Share
Prices of the Reference Shares will determine the Redemption Amount. The historical performance of the Reference Shares does not necessarily give
an indication of their future performance. As a result, it is impossible to predict whether the prices of the Reference Shares will rise or fall during the
term of the notes. The prices of the Reference Shares will be influenced by complex and interrelated political, economic, financial and other factors.

Holders of the Reference Shares are only entitled to receive those dividends as each issuer's board of directors may declare out of funds legally
available. Although dividends and distributions on one or more of the Reference Shares may have historically been declared by the applicable board of
directors, they are not required to do so and may reduce or eliminate those dividends in the future. The Dividend Amount of one or more of the
Reference Shares during the term of the notes may be zero.

One of the Reference Shares has only been publicly traded for a limited amount of time. As set forth below in the section "The Reference
Shares," one of the Reference Shares has only been publicly traded for a limited amount of time. Accordingly, it may be more difficult for you to
evaluate the historical performance of that Reference Share than would be the case for Reference Shares with a longer trading history.

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.

Since a Reference Share is the type of financial asset described under Section 1260 of the Internal Revenue Code of 1986, as amended (the
"Code") (including, among others, any equity interest in pass-thru entities such as regulated investment companies (including certain exchange-traded
funds), real estate investment trusts, partnerships, trusts, and passive foreign investment companies), while the matter is not entirely clear, an
investment in the notes will likely, in whole or in part, be treated as a "constructive ownership transaction" to which Section 1260 of the Code applies.
If Section 1260 of the Code applies, all or a portion of any long-term capital gain recognized by a United States Holder in respect of the notes will be
recharacterized as ordinary income and certain interest charges may apply. See the section entitled "Supplemental Tax Considerations ­ Supplemental
U.S. Federal Income Tax Considerations ­ Potential Application of Section 1260 of the Code."

The Internal Revenue Service has issued a notice indicating that it and the Treasury Department are actively considering whether, among other
issues, a holder should be required to accrue interest over the term of an instrument such as the notes even though that holder will not receive any
payments with respect to the notes until maturity and whether all or part of the gain a holder may recognize upon sale or maturity of an instrument such
as the notes could be treated as ordinary income. The outcome of this process is uncertain and could apply on a retroactive basis.

Please read carefully the section entitled "Supplemental Tax Considerations" in this pricing supplement, the section "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.

PS-9

Insurance companies and employee benefit plans should carefully review the legal issues of an investment in the notes. Any insurance
company or fiduciary of a pension plan or other employee benefit plan that is subject to the prohibited transaction rules of the Employee Retirement
Income Security Act of 1974, as amended, which we call "ERISA," or the Internal Revenue Code of 1986, as amended (the "Code"), including an IRA
or Keogh plan (or a governmental plan to which similar prohibitions apply), and that is considering purchasing the notes with the assets of the insurance
company or the assets of such plan, should consult with its counsel regarding whether the purchase or holding of the notes could become a "prohibited
transaction" under ERISA, the Code or any substantially similar prohibition in light of the representations a purchaser or holder in any of the above
categories is deemed to make by purchasing and holding the notes. These issues are discussed in more detail in the section "Employee Retirement
Income Security Act" below.

Risks Relating to the Reference Shares

The inclusion of the Reference Shares in Raymond James' Best Picks does not guarantee a positive return on the notes. Raymond
James' process in creating the Best Picks for 2017 was to permit the analysts of its research department to each identify stocks that, at the time of the
creation of the list, the analyst believes will be able to sustain operational growth and price appreciation over a 12 month period. However, there can be
no assurance that any Reference Share, or the Best Picks for 2017 in its entirety, will perform as intended. The list of stocks on Best Picks for 2017 is
not dynamic; if the analysts' opinion of a Reference Share changes after the list is constituted, that change will not cause the deletion or addition of
Reference Shares to the list. While all of the securities that are included in the best picks list had a "strong buy" rating from Raymond James at the time
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of selection, there is no guarantee that those securities will retain that rating throughout the term of the notes. The performance of the Reference Shares
may be less than the performance of the equities markets generally, and less than the performance of specific sectors of the equity markets, or other
securities in which you may choose to invest. Although Raymond James has expressed a positive view as to the Reference Shares prior to the date of
this pricing supplement, its views may change significantly during the term of the notes. In addition, any positive views of Raymond James' research
division is separate and apart from the offering of these notes, and does not constitute investment advice. Our offering of the notes does not constitute
our recommendation or the recommendation of ours, Raymond James, or our respective affiliates to invest in the notes or in the Reference Shares.

You will not have any shareholder rights and will have no right to receive any Reference Shares at maturity. Investing in the notes will
not make you a holder of any of the Reference Shares. Neither you nor any other holder or owner of the notes will have any voting rights, any right to
receive dividends or other distributions (except to the extent that the Dividend Amounts are reflected in the Redemption Amount) or any other rights
with respect to any of these securities.

Changes that affect a Reference Share may affect the market value of the notes and the amount you will receive at maturity. Changes
affecting a Reference Share or a Reference Share Issuer, such as reorganizations or mergers, will be reflected in the price of that Reference Share and
therefore could affect the amount payable on your notes at maturity and the market value of the notes prior to maturity. If these events occur, the
calculation agent may adjust the applicable Initial Share Price. See "Description of the Notes--Anti-dilution Adjustments."

No Reference Share Issuer will have any role or responsibilities with respect to the notes. None of the issuers of the Reference Shares
will have authorized or approved the notes, or will be involved in this offering. No such company will have any financial or legal obligation with
respect to the notes or the amounts to be paid to you, including any obligation to take our needs or your needs into consideration for any reason,
including taking any corporate actions that might affect the value of the Reference Shares or the notes. No such company will receive any of the
proceeds from any offering of the notes. No Reference Share Issuer or any other company will be responsible for, or participate in, the determination or
calculation of the Redemption Amount.

An investment in the notes may be subject to risks associated with non-U.S. securities markets. Three of the Reference Shares, ARRIS
International plc, Mylan N.V. and Willis Towers Watson Public Limited Company, were issued by a non-U.S. company or may be listed on a non-U.S.
stock exchange, in addition to its U.S. listing. Therefore, the return on the notes may be affected by factors affecting the value of securities in the
relevant non-U.S. markets. Non-U.S. securities markets may be more volatile than U.S. securities markets, and market developments may affect non-
U.S. securities markets differently from the U.S. securities markets. Direct or indirect government intervention to stabilize these non-U.S. securities
markets, as well as cross shareholdings among non-U.S. companies, may affect trading prices and volumes in those markets. In addition, non-U.S.
companies are subject to accounting, disclosure, auditing and financial reporting standards and requirements that differ from those applicable to U.S.
reporting companies.

Securities prices of non-U.S. companies are subject to political, economic, financial and social factors that may be unique to the particular
country. These factors, which could negatively affect the non-U.S. securities markets, include the possibility of recent or future changes in the
economic and fiscal policies of non-U.S. governments, the possible imposition of, or changes in, currency exchange laws or other non-U.S. laws or
restrictions applicable to non-U.S. companies or investments in non-U.S. equity securities, the possibility of fluctuations in the rate of exchange
between currencies, the possibility of outbreaks of hostility and political instability and the possibility of natural disaster or adverse public health
developments in the region. Moreover, the economies of certain foreign countries may differ favorably or unfavorably from the U.S. economy in
important respects, such as growth of gross national product, rate of inflation, trade surpluses or deficits, capital reinvestment, resources and self-
sufficiency.

PS-10

The return on the notes may be exposed to fluctuations in exchange rates that might affect the prices of the Reference Shares and the
payment at maturity. Because one of the Reference Shares included in the Basket, Mylan N.V., in addition to its U.S. listing, trades in a currency
other than U.S. dollars, and the notes are denominated in U.S. dollars, the amount payable on the notes at maturity may be exposed to fluctuations in
the exchange rate between the U.S. dollar and the currency in which that Reference Share is denominated. These changes in exchange rates may reflect
changes in non-U.S. economies that in turn may affect the payment on the notes at maturity.

We do not control any Reference Share Issuer and we are not responsible for any disclosure made by any other company. Neither we
nor any of our affiliates have the ability to control the actions of any Reference Share Issuer, nor do we assume any responsibility for the adequacy or
accuracy of any publicly available information about any of these companies, unless (and only to the extent that) our securities or the securities of our
affiliates are represented by that Reference Share. We are not responsible for any other issuer's public disclosure of information on itself or any
Reference Share, whether contained in U.S. Securities and Exchange Commission (the "SEC") filings or otherwise. We will not perform any due
diligence procedures with respect to the applicable Reference Share Issuers. You should make your own investigation into the Reference Share Issuers.

Industry consolidation and other corporate events may alter the composition of the Basket. If a Reference Share Issuer is acquired in a
stock-for-stock transaction, the stock of the acquiring company will assume that Reference Share's place in the Basket, including if the stock of the
acquiring company is already in the Basket. Consequently, any consolidation among issuers of the Reference Shares will result in an increased
weighting in the Basket for the surviving company. The effects on the Basket and the Initial Share Prices of the Reference Shares of consolidation
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transactions and other reorganization events with respect to the Reference Shares are described in "Description of the Notes--Anti-dilution
Adjustments."

You will have limited anti-dilution protection with respect to the Reference Shares. The calculation agent will adjust the Initial Share
Price of a Reference Share for stock splits, reverse stock splits, stock dividends and other events that affect the applicable issuer's capital structure, but
only in the situations we describe in "Description of the Notes--Anti-dilution Adjustments" below. The calculation agent will not be required to make
an adjustment for every corporate event that may affect a Reference Share. For example, the calculation agent will not make any adjustments for
events such as an offering by a Reference Share Issuer of equity securities or a tender or exchange offer for less than all outstanding shares of that
issuer by a third party. Those events or other actions by the applicable issuer or a third party may nevertheless adversely affect the price of the
Reference Share, and adversely affect the value of your notes.

PS-11

DESCRIPTION OF THE NOTES

This pricing supplement, and the accompanying prospectus dated June 27, 2014 relating to the notes, should be read together. Because the
notes are part of a series of our senior debt securities called Senior Medium-Term Notes, Series C, this pricing supplement and the accompanying
prospectus should also be read together with the accompanying prospectus supplement, dated June 27, 2014. Terms used but not defined in this
pricing supplement have the meanings given to them in the accompanying prospectus or accompanying prospectus supplement, unless the context
requires otherwise.

The notes will be issued in book-entry form through The Depository Trust Company. Owners of beneficial interests in the notes should read
the section entitled "Description of the Notes We May Offer--Legal Ownership" in the accompanying prospectus supplement and "Description of Debt
Securities We May Offer--Legal Ownership and Book-Entry Issuance" in the accompanying prospectus.

The notes are part of a series of senior debt securities entitled "Senior Medium-Term Notes, Series C" that we may issue from time to time
under the senior indenture, dated January 25, 2010, between Bank of Montreal and Wells Fargo Bank, National Association, as trustee. Terms that
apply generally to our medium term notes are described in "Description of the Notes We May Offer" in the accompanying prospectus supplement. The
terms described in this pricing supplement, supplement those described in the accompanying prospectus and the accompanying prospectus supplement,
and, if the terms described here are inconsistent with those described in those documents, the terms described in this pricing supplement are controlling.

We will not pay periodic interest payments on the notes.

Composition of the Basket

The Basket is composed of 17 Reference Shares, which are the securities included in Raymond James Analysts' Best Picks for 2017. The
Reference Shares will not change over the term of the notes, except in limited circumstances relating to corporate events that may affect the Reference
Shares, as described below.

Each Reference Share was assigned a weighting (each, a "Reference Share Weighting") of 1/17th, so that each Reference Share represented an
equal portion of the value of the Basket on the first averaging date.

Payment at Maturity

The amount that you will receive at maturity for each $1,000 in principal amount of the notes (the "Redemption Amount") will depend upon
the performance of the Basket and the dividends paid on the Reference Shares. The Redemption Amount will equal:

($1,000 × the Basket Level Percentage × the Participation Rate)

Basket Level Percentage. The Basket Level Percentage will equal the sum of the Weighted Reference Share Performances.

Weighted Reference Share Performance. For each Reference Share, the product of (a) its Reference Share Performance and (b) its Reference
Share Weighting.

Reference Share Performance. The Reference Share Performance will measure the change in value of each Reference Share over the term of
the notes, including the payment of certain dividends. For each Reference Share, the Reference Share Performance will equal (a) the applicable Final
Share Price divided by (b) the applicable Initial Share Price, expressed as a percentage.

Initial Share Price. For each Reference Share, the "Initial Share Price" was determined over the four averaging dates set forth above. For each
Reference Share, the Initial Share Price is equal to the arithmetic mean of the Average Intra-day Prices on each averaging date.

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