Obligation Montreal Bank 11.1% ( US06367WRD73 ) en USD

Montreal Bank

100 % ▼

Canada

US06367WRD73 ( en USD )

11.1% par an ( paiement semestriel )

22/01/2021 - Obligation échue

Prospectus brochure de l'obligation Bank of Montreal US06367WRD73 en USD 11.1%, échue

1 000 USD

1 748 000 USD

06367WRD7

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 US06367WRD73, paye un coupon de 11.1% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 22/01/2021

424B2 1 p1018191424b2.htm ARC 591

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

Pricing Supplement dated October 17, 2019 to the Prospectus dated April 27, 2017,
the Prospectus Supplement dated September 23, 2018, and the Product Supplement dated May 1, 2017

US$1,748,000
Autocallable Cash-Settled Notes with Contingent Interest Payments due January 22, 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 0.925% (or 11.10% 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 April 17, 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 0.925% of the principal amount per month ($9.25 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 22nd day of each month or the next business day (if not a business day), beginning on November 22, 2019, until the maturity date, subject to
the automatic redemption feature.
·
If on any Call Date beginning on April 17, 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 October 17, 2019, and the notes will settle through the facilities of The Depository Trust Company on October 22, 2019.
·
The notes are scheduled to mature on January 22, 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
ARC591
S&P 500® Index
SPX
2,997.95
1,798.77
06367WRD7 $1,748,000 100.00%
0.25%
99.75%
Russell 2000® Index
RTY
1,541.844
925.106*
US$4,370
US$1,743,630
iShares® MSCI Emerging Markets ETF
EEM
$42.20
$25.32

VanEck Vectors® Gold Miners ETF
GDX
$27.08
$16.25*

*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.
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On the date of this pricing supplement, based on the terms set forth above, the estimated initial value of the notes is $971.60 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.

BMO CAPITAL MARKETS

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:
0.925% of the principal amount per month, if payable, unless earlier redeemed. Accordingly, each interest payment, if
payable, will equal $9.25 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 22nd day of each month or the next business day (if not a business day),
beginning on November 22, 2019, until the maturity date, subject to the automatic redemption feature.

Automatic Redemption:
If, on any monthly Call Date beginning on April 17, 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 principal amount,
Redemption:
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 April 17, 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 22nd day of each month, or the next business day (if not a business day), beginning on April 22, 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.

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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

P-2

Initial Levels:
With respect to each Underlying Asset, its Closing Level on the Pricing Date, as set forth on the cover page. 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.

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

Pricing Date:
October 17, 2019

Settlement Date:
October 22, 2019

Valuation Date:
January 19, 2021

Maturity Date:
January 22, 2021

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
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
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·
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 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.
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·
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.

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 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 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.

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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 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.

P-7

·
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.
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·
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.

P-8

·
An investment in the notes linked to the iShares® MSCI Emerging Markets ETF and the VanEck Vectors® Gold Miners ETF is
subject to risks associated with foreign securities markets. -- The MSCI Emerging Markets Index (the underlying index of the EEM)
and the NYSE Arca Gold Miners Index (the underlying index of the GDX) track the value of certain foreign equity securities. You should
be aware that investments in securities linked to the value of foreign equity securities involve particular risks. The foreign securities
markets comprising these Underlying Assets may have less liquidity and may be more volatile than U.S. or other securities markets and
market developments may affect foreign markets differently from U.S. or other securities markets. Direct or indirect government
intervention to stabilize these foreign securities markets, as well as cross-shareholdings in foreign companies, may affect trading prices
and volumes in these markets. Also, there is generally less publicly available information about foreign companies than about those U.S.
companies that are subject to the reporting requirements of the U.S. Securities and Exchange Commission, and foreign companies are
subject to accounting, auditing and financial reporting standards and requirements that differ from those applicable to U.S. reporting
companies.

Prices of securities in foreign countries are subject to political, economic, financial and social factors that apply in those geographical
regions. These factors, which could negatively affect those securities markets, include the possibility of recent or future changes in a
foreign government's economic and fiscal policies, the possible imposition of, or changes in, currency exchange laws or other laws or
restrictions applicable to foreign companies or investments in foreign equity securities and the possibility of fluctuations in the rate of
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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, foreign economies may differ favorably or unfavorably from the U.S.
economy in important respects such as growth of gross national product, rate of inflation, capital reinvestment, resources and self-
sufficiency.

·
An investment in the notes linked to the iShares® MSCI Emerging Markets ETF and the VanEck Vectors® Gold Miners ETF is
subject to foreign currency exchange rate risk. -- The share prices of the EEM and the GDX will fluctuate based upon its net asset
value, which will in turn depend in part upon changes in the value of the currencies in which the stocks held by the EEM and the GDX are
traded. Accordingly, investors in the notes will be exposed to currency exchange rate risk with respect to each of the currencies in which
the stocks held by the EEM and the GDX are traded. An investor's net exposure will depend on the extent to which these currencies
strengthen or weaken against the U.S. dollar. If the dollar strengthens against these currencies, the net asset value of the EEM and the
GDX will be adversely affected and the prices of the EEM and the GDX may decrease.

·
The holdings of the VanEck Vectors® Gold Miners ETF are concentrated in the gold and silver mining industries. -- All or
substantially all of the equity securities held by the GDX are issued by gold or silver mining companies. An investment in the notes will
be exposed to risks in the gold and silver mining industries. As a result of being linked to a single industry or sector, the notes may have
increased volatility as the share price of the GDX may be more susceptible to adverse factors that affect that industry or sector.
Competitive pressures may have a significant effect on the financial condition of companies in these industries.

In addition, these companies are highly dependent on the price of gold or silver, as applicable. These prices fluctuate widely and may be
affected by numerous factors. Factors affecting gold prices include economic factors, including, among other things, the structure of and
confidence in the global monetary system, expectations of the future rate of inflation, the relative strength of, and confidence in, the U.S.
dollar (the currency in which the price of gold is generally quoted), interest rates and gold borrowing and lending rates, and global or
regional economic, financial, political, regulatory, judicial or other events. Gold prices may also be affected by industry factors such as
industrial and jewelry demand, lending, sales and purchases of gold by the official sector, including central banks and other governmental
agencies and multilateral institutions which hold gold, levels of gold production and production costs, and short-term changes in supply
and demand because of trading activities in the gold market. Factors affecting silver prices include general economic trends, technical
developments, substitution issues and regulation, as well as specific factors including industrial and jewelry demand, expectations with
respect to the rate of inflation, the relative strength of the U.S. dollar (the currency in which the price of silver is generally quoted) and
other currencies, interest rates, central bank sales, forward sales by producers, global or regional political or economic events, and
production costs and disruptions in major silver producing countries such as Mexico and Peru. The supply of silver consists of a
combination of new mine production and existing stocks of bullion and fabricated silver held by governments, public and private financial
institutions, industrial organizations and private individuals. In addition, the price of silver has on occasion been subject to very rapid
short-term changes due to speculative activities. From time to time, above-ground inventories of silver may also influence the market.

P-9

·
Relationship to gold and silver bullion. -- The GDX invests in shares of gold and silver mining companies, but not in gold bullion or
silver bullion. The GDX may under- or over-perform gold bullion and/or silver bullion over the term of 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.

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.

P-10

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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 Level of 100.00 for each Underlying Asset, a
hypothetical Trigger Level of 60.00 for each Underlying Asset (60% of its hypothetical Initial Level), a hypothetical Call Level of 100 for each
Underlying Asset (100% of its hypothetical Initial Level), a range of hypothetical Final Levels 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 each 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 whether the Closing Level of any Underlying Asset is below its
Trigger Level on any trading day during the Monitoring Period and whether the Final Level of any Underlying Asset is below its Initial Level on
the Valuation Date. 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 applicable interest payment, if
payable.

Your total return on the notes will also depend on the number of monthly periods in which interest is payable, as set forth above.

Payment at Maturity (Excluding Any Conditional Interest Payment)

Hypothetical Final
Hypothetical Final Level of the
Level of the
Lesser Performing Underlying

Lesser Performing
Asset Expressed as a Percentage of
(i) if the Closing Level of each
(ii) if the Closing Level of any
Underlying Asset
the Initial Level
Underlying Asset does not fall
Underlying Asset falls below its
below its Trigger Level on any
Trigger Level on any day
day during the Monitoring Period
during the Monitoring 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
70.00
70.00%
$1,000.00
$700.00
60.00
60.00%
$1,000.00
$600.00
55.00
55.00%
N/A
$550.00
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-11

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 conditional interest payments
with respect to the notes as U.S. source income for U.S. federal income tax purposes.
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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 any Underlying Asset, the issuer of any of the component stocks included in an Underlying
Asset or any of the entities whose stock is owned by any Underlying Asset that is an exchange traded fund 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 any Underlying Asset, the issuer of any of the component stocks included in an Underlying Asset or any of the entities whose
stock is owned by any Underlying Asset that is an exchange traded fund 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 issuer of any Underlying Asset, any of the
component stocks included in an Underlying Asset or any of the entities whose stock is owned by any Underlying Asset that is an exchange traded
fund 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 Assets 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
conditional interest payments is uncertain, we intend to take the position, and the following discussion assumes, that such conditional interest
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.

P-12

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. If the notes are so treated, a United States holder would generally be required to accrue interest
currently over the term of the notes irrespective of the conditional 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.

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
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Document Outline

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