Registration Statement No.333-264388
Filed Pursuant to Rule 424(b)(2)
Pricing Supplement dated August 14, 2024 to the Prospectus dated May 26, 2022,
the Prospectus Supplement dated May 26, 2022 and the Product Supplement dated September 22, 2022
US$1,572,000
Senior Medium-Term Notes, Series I
Barrier Enhanced Return Notes due August 20, 2029
Linked to a Basket of Three Equity Indices and ETFs
| · | The notes are designed for investors who are seeking 137.00% leveraged positive return based on any appreciation
in the value of an unequally weighted basket (the “Basket”) consisting of the S&P 500® Index (55.00% weighting), the
iShares® MSCI EAFE ETF (35.00% weighting), and the iShares® MSCI Emerging Markets ETF (10.00% weighting), (each, a “Basket
Component”) that are not affiliated with us, as listed on page P-2 below (the “Reference Asset”). |
| · | If the Basket decreases by more than 10.00% from its Initial Level, investors will lose 1% of the principal
amount for each 1% decrease in the level of the Basket 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, and may lose up to 100% of your principal amount at maturity. |
| · | Investing in the notes is not equivalent to a hypothetical direct investment in the Basket Components. |
| · | The notes do not bear interest. The notes will not be listed on any securities exchange. |
| · | All payments on the notes are subject to the credit risk of Bank of Montreal. |
| · | The notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000. |
| · | The CUSIP number of the notes is 06376BFK9. |
| · | Our subsidiary, BMO Capital Markets Corp. (“BMOCM”), is the agent for this offering. See
“Supplemental Plan of Distribution (Conflicts of Interest)” below. |
| · | The notes will not be subject to conversion into our common shares or the common shares of any of our
affiliates under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act (the “CDIC Act”). |
Terms of the Notes:
Pricing Date: |
August 14, 2024 |
|
Valuation Date: |
August 15, 2029 |
Settlement Date: |
August 19, 2024 |
|
Maturity Date: |
August 20, 2029 |
|
Price to Public1 |
Agent’s Commission1 |
Proceeds to Bank of Montreal1 |
Per Note
Total |
100%
$1,572,000.00 |
0.75%
$11,790.00 |
99.25%
$1,560,210.00 |
1 The total “Agent’s Commission” and “Proceeds
to Bank of Montreal” specified above reflect the aggregate amounts at the time Bank of Montreal established its hedge positions
on or prior to the Pricing Date, which may have been variable and fluctuated depending on market conditions at such times. Certain dealers
who purchased the notes for sale to certain fee-based advisory accounts may have foregone some or all of their selling concessions, fees
or commissions. The public offering price for investors purchasing the notes in these accounts was between $992.50 and $1,000 per $1,000
in principal amount.
Investing in the notes involves risks, including
those described in the “Selected Risk Considerations” section beginning on page P-5 hereof, the “Additional Risk Factors
Relating to the Notes” section beginning on page PS-5 of the product supplement, and the “Risk Factors” section 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 these notes or passed upon the accuracy of this document, the product
supplement, the prospectus supplement or the prospectus. Any representation to the contrary is a criminal offense. The notes will be our
unsecured obligations and will not be savings accounts or deposits that are insured by the United States Federal Deposit Insurance Corporation,
the Deposit Insurance Fund, the Canada Deposit Insurance Corporation or any other governmental agency or instrumentality or other entity.
On the date hereof, based on the terms set forth
above, the estimated initial value of the notes is $964.24 per $1,000 in principal amount. However, as discussed in more detail below,
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:
Reference Asset; Basket
Components; Weighting
Percentages; Initial Basket |
The Reference Asset is an unequally weighted basket consisting of the
following equity indices and ETFs (the “Basket” and the underlying equity indices and ETFs, the “Basket Components”): |
Component Levels2: |
Basket
Component |
Bloomberg
Ticker |
Weighting
Percentage |
Initial Basket
Component
Level* |
|
|
The S&P 500® Index |
SPX |
55.00% |
5,455.21 |
|
|
The iShares® MSCI EAFE ETF |
EFA |
35.00% |
$42.44 |
|
|
The iShares® MSCI Emerging Markets ETF |
EEM |
10.00% |
$78.93 |
|
|
* With respect to each Basket Component, its closing level on the Pricing Date. |
|
|
Index Basket Component: |
The S&P 500® Index |
|
|
ETF Basket Components: |
The iShares® MSCI EAFE ETF and the iShares® MSCI Emerging Markets ETF |
|
|
Underlying Index: |
With respect to the iShares® MSCI EAFE ETF, the MSCI® EAFE Index, and with respect to the iShares® MSCI Emerging Markets ETF, the MSCI® Emerging Markets IndexSM. |
|
|
Payment at Maturity: |
If the Final Level of the Basket is greater than or equal to its Initial
Level, then the amount that investors will receive at maturity for each $1,000 in principal amount of the notes will equal:
$1,000 + [$1,000 x (Percentage Change x Upside Leverage
Factor)]
If the Final Level of the Basket is less than its Initial Level, but
is not less than its Barrier Level, then investors will, for each $1,000 in principal amount of the notes, receive the principal amount
of $1,000 and no additional return.
If the Final Level of the Basket is less than its Barrier Level, then
the amount that investors will receive at maturity for each $1,000 in principal amount of the notes will equal:
$1,000 + ($1,000 x Percentage Change)
In this case, investors will lose 1% of their principal for each
1% that the Final Level of the Basket declines from its Initial Level. You may lose all of the principal amount of your notes.
|
Final Level: |
Initial Level x (1 + Percentage Change). |
|
|
Initial Level:2 |
100.00 |
|
|
Percentage Change: |
The sum of the Weighted Percentage Change for each Basket Component. |
|
|
Weighted Percentage Change: |
With respect to each Basket Component, the product of (a) its Weighting Percentage and (b) its Component Change. |
|
|
Component Change: |
With respect to each Basket Component, the quotient, expressed as a
percentage, of the following formula:
(Final Basket Component Level - Initial Basket
Component Level )
Initial Basket Component Level
|
Final Basket Component Level: |
With respect to each Basket Component, its closing level on the Valuation Date. |
|
|
Upside Leverage Factor: |
137.00% |
|
|
Barrier Level:2 |
90.00, which is 90.00% of the Initial Level. |
|
|
Pricing Date: |
August 14, 2024 |
|
|
Settlement Date: |
August 19, 2024 |
|
|
Valuation Date:1 |
August 15, 2029 |
|
|
Maturity Date:1 |
August 20, 2029 |
Physical Delivery Amount: |
We will only pay cash on the Maturity Date, and you will have no right to receive any shares of any Basket Component. |
|
|
Calculation Agent: |
BMOCM |
|
|
Selling Agent: |
BMOCM |
1 Subject to the occurrence of a market disruption event,
as described in the accompanying product supplement.
2As determined by the calculation agent and subject to adjustment
in certain circumstances. See “General Terms of the Notes — Adjustments to a Reference Asset that Is an Index,” “—
Anti-dilution Adjustments to a Reference Asset that Is an Equity Security (Including Any ETF),” “— Adjustments to an
ETF” and “— Adjustments Relating to Notes Linked to a Basket” in the product supplement for additional information.
Payoff Example
The following table shows the hypothetical payout
profile of an investment in the notes based on various hypothetical Final Levels (and the corresponding Percentage Change) of the Basket,
reflecting the 137.00% Upside Leverage Factor and Barrier Level of 90.00% of the Initial Level. Please see “Examples of the Hypothetical
Payment at Maturity for a $1,000 Investment in the Notes” below for more detailed examples.
Hypothetical Percentage Change
of the Basket
|
Participation in Percentage
Change |
Hypothetical Return of the
Notes |
20%
10%
|
137.00% Upside Exposure
|
27.40%
13.70% |
-5%
-10%
|
Barrier Level of 90% of Initial Level
|
0%
0% |
-20%
-30%
|
1x Loss Beyond Barrier Level
|
-20%
-30% |
Additional Terms of the Notes
You should read this document together with the
product supplement dated September 22, 2022, the prospectus supplement dated May 26, 2022 and the prospectus dated May 26, 2022. This
document, 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 September 22, 2022:
https://www.sec.gov/Archives/edgar/data/927971/000121465922011396/j922220424b2.htm
Prospectus supplement dated May 26, 2022 and prospectus dated
May 26, 2022:
https://www.sec.gov/Archives/edgar/data/0000927971/000119312522160519/d269549d424b5.htm
Our Central Index Key, or CIK, on the SEC website
is 927971. As used in this document, "we", "us" or "our" refers to Bank of Montreal.
Selected Risk Considerations
An investment in the notes involves significant
risks. Investing in the notes is not equivalent to investing directly in the Basket Components. These risks are explained in more detail
in the “Additional Risk Factors Relating to the Notes” section of the product supplement.
Risks Related to the Structure or Features of the Notes
| · | Your investment in the notes may result in a loss. — The notes do not guarantee any return of principal. If the Final
Level of the Basket is less than its Barrier Level, you will lose 1% of the principal amount for each 1% that the Final Level of the Basket
is less than the 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 your entire investment in the notes. |
| · | Changes in the level of one or more Basket Components may be offset by changes in the level of one or more other Basket Components.
A change in the levels of one or more Basket Components may not correlate with changes in the levels of one or more other Basket Components.
The level of one or more Basket Components may increase, while the level of one or more other Basket Components may not increase as much,
or may even decrease. In addition, because the Basket Components are not equally weighted, increases in the lower weighted Basket Components
may be offset by small decreases in the more heavily weighted Basket Components. Therefore, in determining the level of the Basket as
of any time, increases in the level of one Basket Component may be moderated, or wholly offset, by lesser increases or decreases in the
level of one or more other Basket Components. |
| · | Your return on the notes may be lower than the return on a conventional debt security of comparable maturity. — The
return that you will receive on your notes, which could be negative, may be less than the return you could earn on other investments.
The notes do not provide for interest payments and the payment you receive at maturity, if any, may be less than the principal amount
of the notes. Even if your return on the notes is positive, your return may be less than the return you would earn if you bought a conventional
senior interest bearing debt security of ours with the same maturity or if you invested directly in the Basket Components. Your investment
may not reflect the full opportunity cost to you when you take into account factors that affect the time value of money. |
Risks Related to the Basket
| · | Owning the notes is not the same as owning shares of the Basket Components, making a hypothetical direct investment in the Basket
Components or owning a security directly linked to the Basket or Basket Components. — The return on your notes will not reflect
the return you would realize if you actually owned shares of the Basket Components, made a hypothetical direct investment in the Basket
Components or the underlying securities of the Basket Components, or owned a security directly linked to the performance of the Basket
Components or the underlying securities of the Basket Components and held that investment for a similar period. Your notes may trade quite
differently from the Basket Components. Changes in the level of a Basket Component may not result in comparable changes in the market
value of your notes. Even if the levels of the Basket Components 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 levels
of the Basket Components increase. In addition, any dividends or other distributions paid on a Basket Component will not be reflected
in the amount payable on the notes. |
| · | You will not have any shareholder rights and will have no right to receive any shares of the Basket Components (or any company
included in a Basket Component) at maturity. — Investing in your notes will not make you a holder of any shares of the Basket
Components or any securities held by or included in the Basket Components. 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 the Basket Components
or such underlying securities. |
| · | No delivery of shares of the Basket Components. — The notes will be payable only in cash. You should not invest in the
notes if you seek to have the shares of a Basket Component delivered to you at maturity. |
| · | Changes that affect an Underlying Index will affect the market value of the notes and the amount you will receive at maturity.
— With respect to a Basket Component that is an ETF, the policies of the applicable index sponsor concerning the calculation
of the applicable Underlying Index, additions, deletions or substitutions of the components of the applicable Underlying Index and the
manner in which changes affecting those components, such as stock dividends, reorganizations or mergers, may be reflected in the applicable
Basket Component and, therefore, could affect the share price of the Basket Components, the amounts payable on the notes and the market
value of the notes prior to maturity. The amount payable on the notes and their market value could also be affected if the applicable
index sponsor changes these policies, for example, by changing the manner in which it calculates the applicable Underlying Index, or if
the applicable index sponsor discontinues or suspends the calculation or publication of the applicable Underlying Index. |
| · | We have no affiliation with any index sponsor and will not be responsible for any index sponsor's actions. — The sponsors
of any Basket Component or Underlying Index, as applicable, 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 any index sponsor , including any actions of the type that would require
the calculation agent to adjust the payment to you at maturity. The index sponsors have no obligation of any sort with respect to the
notes. Thus, the index sponsors have no obligation to take your interests into consideration for any reason, including in taking any actions
that might affect the value of the notes. None of our proceeds from the issuance of the notes will be delivered to any index sponsor of
any Basket Component or any Underlying Index. |
| · | Adjustments to a Basket Component that is an ETF could adversely affect the notes. — The sponsor and advisor of each
ETF Basket Component is responsible for calculating and maintaining that Basket Component. The sponsor and advisor of each ETF Basket
Component can add, delete or substitute the stocks comprising that Basket Component or make other methodological changes that could change
the share price of the applicable Basket Component at any time. If one or more of these events occurs, the calculation of the amount payable
at maturity may be adjusted to reflect such event or events. Consequently, any of these actions could adversely affect the amount payable
at maturity and/or the market value of the notes. |
| · | Changes that affect a Basket Component that is an index could adversely affect the notes. — The policies of the sponsor
of the Index Basket Component with respect to the applicable Basket Component concerning the calculation of the applicable Basket Component,
additions, deletions or substitutions of the components of the applicable Basket Component and the manner in which changes affecting those
components, such as stock dividends, reorganizations or mergers, may be reflected in the applicable Basket Component and, therefore, could
affect the level of the applicable Basket Component, the amount payable on the notes at maturity and the market value of the notes prior
to maturity. The amount payable on the notes and their market value could also be affected if an index sponsor changes these policies,
for example, by changing the manner in which it calculates the applicable Basket Component, or if an index sponsor discontinues or suspends
the calculation or publication of the applicable Basket Component. If an index sponsor discontinues publication of a Basket Component,
the calculation agent may select a successor index (and make any corresponding adjustments to the applicable Initial Level, Coupon Barrier
Level and Trigger Level) which will be used as a substitute for the relevant Basket Component for all purposes with respect to the notes. |
| · | We and our affiliates do not have any affiliation with any applicable investment advisor or any Basket Component Issuer and are
not responsible for their public disclosure of information. — The investment advisor of each ETF Basket Component advises the
issuer of the applicable Basket Component (each, a “Basket Component Issuer” and, collectively, the “Basket Component
Issuers”) on various matters, including matters relating to the policies, maintenance and calculation of the applicable Basket Component.
We and our affiliates are not affiliated with the investment advisor of any Basket Component or any Basket Component Issuer in any way
and have no ability to control or predict their actions, including any errors in or discontinuance of disclosure regarding the methods
or policies relating to a Basket Component. No investment advisor of a Basket Component nor any Basket Component Issuer is involved in
the offerings of the notes in any way and has no obligation to consider your interests as an owner of the notes in taking any actions
relating to a Basket Component that might affect the value of the notes. Neither we nor any of our affiliates has independently verified
the adequacy or accuracy of the information about any investment advisor or any Basket Component Issuer contained in any public disclosure
of information. You, as an investor in the notes, should make your own investigation into any Basket Component Issuers. |
| · | The correlation between the performance of an ETF Basket Component and the performance of the applicable Underlying Index may be
imperfect. — The performance of each ETF Basket Component is linked principally to the performance of the applicable Underlying
Index. However, because of the potential discrepancies identified in more detail in the product supplement, the return on an ETF Basket
Component may correlate imperfectly with the return on the applicable Underlying Index. |
| · | Any Basket Component that is an ETF is subject to management risks. — Any Basket Component that is an ETF is subject
to management risk, which is the risk that the applicable 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 applicable investment advisor may invest
a portion of a Basket Component Issuer’s assets in securities not included in the relevant industry or sector but which the applicable
investment advisor believes will help the applicable Basket Component track the relevant industry or sector. |
| · | You must rely on your own evaluation of the merits of an investment linked to the Basket Components. — In the ordinary
course of their businesses, our affiliates from time to time may express views on expected movements in the prices of the Basket Components
or the prices of the securities held by or included in the Basket Components. One or more of our affiliates have published, and in the
future may publish, research reports that express views on the Basket Components 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 Basket Components at any time may have
significantly different views from those of our affiliates. You are encouraged to derive information concerning the Basket Components
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. |
Risks Relating to iShares® MSCI EAFE ETF
| · | The iShares MSCI EAFE ETF, and therefore an investment in the notes, is subject to foreign currency exchange rate risk. - The
share price of the iShares® MSCI EAFE ETF 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 iShares® MSCI EAFE ETF are traded. Accordingly, investors in the notes
will be exposed to currency exchange rate risk with respect to each of these currencies. 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 iShares® MSCI EAFE ETF will be adversely affected and the price of its shares may decrease. |
| · | The iShares MSCI EAFE ETF, and therefore an investment in the notes, is subject to risks associated with foreign securities markets.
- The Underlying Index of the iShares® MSCI EAFE ETF tracks 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
the Underlying Index of the iShares® MSCI EAFE ETF 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 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. |
Risks Relating to iShares® MSCI Emerging Markets ETF
| · | The iShares® MSCI Emerging Markets ETF, and therefore an investment in the notes, is subject to foreign currency exchange rate
risk. — The share price of the iShares® MSCI Emerging Markets ETF 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 iShares® MSCI Emerging Markets
ETF are traded. Accordingly, investors in the notes will be exposed to currency exchange rate risk with respect to each of these currencies.
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 iShares® MSCI Emerging Markets ETF will be adversely affected
and the price of its shares may decrease. |
| · | The iShares® MSCI Emerging Markets ETF, and therefore an investment in the notes, is subject to risks associated with foreign
securities markets. — The Underlying Index of the iShares® MSCI Emerging Markets ETF tracks 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 the Underlying Index of the iShares® MSCI Emerging Markets ETF 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 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. |
| · | The iShares® MSCI Emerging Markets ETF, and therefore an investment in the notes, is subject to risks associated with emerging
markets. — The Underlying Index of the iShares® MSCI Emerging Markets ETF consists of stocks issued by companies in countries
with emerging markets. Countries with emerging markets may have relatively unstable governments, may present the risks of nationalization
of businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets, and may have less protection of property
rights than more developed countries. The economies of countries with emerging markets may be based on only a few industries, may be highly
vulnerable to changes in local or global trade conditions (due to economic dependence upon commodity prices and international trade),
and may suffer from extreme and volatile debt burdens, currency devaluations or inflation rates. Local securities markets may trade a
small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation
of holdings difficult or impossible at times.
The shares tracked by the Underlying Index of the iShares® MSCI Emerging Markets ETF may be listed on a foreign stock exchange. A
foreign stock exchange may impose trading limitations intended to prevent extreme fluctuations in individual security prices and may suspend
trading in certain circumstances. These actions could limit variations in the levels of the of the iShares® MSCI Emerging Markets
ETF, which could, in turn, adversely affect the value of, and amount payable on, the notes. |
General Risk Factors
| · | 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. |
| · | 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 any Basket Component that is an ETF or the securities held by or included in a Basket Component 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 levels of the Basket Components and, therefore, the market value
of, and the payments on, the notes. We or one or more of our affiliates may also issue or underwrite other securities or financial or
derivative instruments with returns linked or related to changes in the performance of the Basket Components . 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 any 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 hereof is derived using our internal pricing models.
This value is based on market conditions and other relevant factors, which include volatility of the Basket Components , 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 herein and in 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. |
| · | 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 any underwriting discount and selling concessions, and the hedging profits and estimated hedging costs that are included in the price
to public of the notes and that may be reflected on your account statements. In addition, any such price is also likely to reflect a discount
to account for costs associated with establishing or unwinding any related hedge transaction, such as dealer discounts, mark-ups and other
transaction costs. As a result, the price, if any, at which BMOCM or any other party may be willing to purchase the notes from you in
secondary market transactions, if at all, will likely be lower than the price to public. Any sale that you make prior to the Maturity
Date could result in a substantial loss to you. |
| · | 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 have carried out or may carry out hedging activities related
to the notes, including purchasing or selling shares of any Basket Components that are ETFs or securities held by or included in the Basket
Components, futures or options relating to the Basket Components or securities held by or included in the Basket Components or other derivative
instruments with returns linked or related to changes in the performance on the Basket Components or securities held by or included in
the Basket Components. We or our affiliates may also trade in any Basket Components that are ETFs, such securities, or instruments related
to the Basket Components or such securities from time to time. Any of these hedging or trading activities on or prior to the Pricing Date
and during the term of the notes could adversely affect the payments on the notes. |
| · | Many economic and market factors will influence the value of the notes. — In addition to the levels of the Basket Components
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. |
| · | 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 herein.
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 "U.S. Federal Tax Information" herein, the section entitled "Supplemental Tax
Considerations–Supplemental U.S. Federal Income Tax Considerations" in the accompanying product 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. |
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. The hypothetical payments are based on a $1,000 investment in the note, a hypothetical Initial Level of
100.00, a hypothetical Barrier Level of 90.00 (90.00% of the hypothetical Initial Level), a range of hypothetical Final Levels and the
effect on the payment at maturity.
The hypothetical examples shown below are intended
to help you understand the terms of the notes. The actual cash amount that you will receive at maturity will depend upon the Final Level
of the Basket. You may lose some or all of the principal amount at maturity.
Hypothetical Final Level of the
Basket |
Hypothetical Final Level of the
Basket Expressed as a
Percentage of its Initial Level |
Hypothetical Payment at
Maturity |
Hypothetical Return on the
Notes |
200.00 |
200.00% |
$2,370.00 |
137.00% |
180.00 |
180.00% |
$2,096.00 |
109.60% |
160.00 |
160.00% |
$1,822.00 |
82.20% |
140.00 |
140.00% |
$1,548.00 |
54.80% |
120.00 |
120.00% |
$1,274.00 |
27.40% |
100.00 |
100.00% |
$1,000.00 |
0.00% |
95.00 |
95.00% |
$1,000.00 |
0.00% |
90.00 |
90.00% |
$1,000.00 |
0.00% |
89.99 |
89.99% |
$899.90 |
-10.01% |
80.00 |
80.00% |
$800.00 |
-20.00% |
60.00 |
60.00% |
$600.00 |
-40.00% |
40.00 |
40.00% |
$400.00 |
-60.00% |
20.00 |
20.00% |
$200.00 |
-80.00% |
0.00 |
0.00% |
$0.00 |
-100.00% |
The following examples illustrate how the returns
set forth in the table above are calculated.
Example 1: The level of the Basket decreases from the hypothetical
Initial Level of 100.00 to a hypothetical Final Level of 80.00, representing a Percentage Change of –20.00%. Because the Percentage
Change of the Basket is negative and its hypothetical Final Level is less than its Barrier Level, the investor receives a payment at maturity
of $800.00 per $1,000 in principal amount of the notes, calculated as follows:
$1,000 + ($1,000 x – 20.00%) = $800.00
Example 2: The level of the Basket decreases from the hypothetical
Initial Level of 100.00 to a hypothetical Final Level of 95.00, representing a Percentage Change of –5.00%. Although the Percentage
Change of the Basket is negative, because its hypothetical Final Level is greater than its Barrier Level, the investor receives a payment
at maturity equal to the principal amount of the notes.
Example 3: The level of the Basket increases from the hypothetical
Initial Level of 100.00 to a hypothetical Final Level of 120.00, representing a Percentage Change of 20.00%. Because the hypothetical
Final Level of the Basket is greater than its hypothetical Initial Level, the investor receives a payment at maturity of $1,274.00 per
$1,000 in principal amount of the notes, calculated as follows:
$1,000 + $1,000 x (20.00% x 137.00%) = $1,274.00
U.S. Federal Tax Information
By purchasing the notes, each holder agrees (in
the absence of a change in law, an administrative determination or a judicial ruling to the contrary) to treat each note as a pre-paid
derivative contract for U.S. federal income tax purposes. In the opinion of our counsel, Mayer Brown LLP, it would generally be reasonable
to treat the notes as pre-paid derivative contracts in respect of the Basket for U.S. federal income tax purposes. However, the U.S. federal
income tax consequences of your investment in the notes are uncertain and the Internal Revenue Service could assert that the notes should
be taxed in a manner that is different from that described in the preceding sentence. Please see the discussion in the product supplement
dated September 22, 2022 under “Supplemental Tax Considerations—Supplemental U.S. Federal Income Tax Considerations—Notes
Treated as Pre-Paid Derivative Contracts,” which applies to the notes.
Under current Internal Revenue Service guidance,
withholding on "dividend equivalent" payments (as discussed in the product supplement), if any, will not apply to notes that
are issued as of the date of this pricing supplement unless such notes are "delta-one" instruments. Based on our determination
that the notes are not delta-one instruments, non-United States holders (as defined in the product supplement) should not generally be
subject to withholding on dividend equivalent payments, if any, under the notes.
Supplemental Plan of Distribution (Conflicts of Interest)
BMOCM will purchase the notes from us at a purchase
price reflecting the commission set forth on the cover hereof. BMOCM has informed us that, as part of its distribution of the notes, it
will reoffer the notes to other dealers who will sell them. Each such dealer, or each additional dealer engaged by a dealer to whom BMOCM
reoffers the notes, will receive a commission from BMOCM, which will not exceed the commission set forth on the cover page.
Certain dealers who purchase the notes for sale
to certain fee-based advisory accounts may forego some or all of their selling concessions, fees or commissions. The public offering price
for investors purchasing the notes in these accounts may be less than 100% of the principal amount, as set forth on the cover page of
this document. Investors that hold their notes in these accounts may be charged fees by the investment advisor or manager of that account
based on the amount of assets held in those accounts, including the notes.
We will deliver the notes on a date that is greater
than one business day following the pricing date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade
expressly agree otherwise. Accordingly, purchasers who wish to trade the notes more than one business day prior to the issue date will
be required to specify alternative settlement arrangements to prevent a failed settlement.
We own, directly or indirectly, all of the outstanding
equity securities of BMOCM, the agent for this offering. In accordance with FINRA Rule 5121, BMOCM may not make sales in this offering
to any of its discretionary accounts without the prior written approval of the customer.
You should not construe the offering of the notes
as a recommendation of the merits of acquiring an investment linked to the Basket Components or as to the suitability of an investment
in the notes.
BMOCM may, but is not obligated to, make a market
in the notes. BMOCM will determine any secondary market prices that it is prepared to offer in its sole discretion.
We may use this pricing supplement in the initial sale of the notes.
In addition, BMOCM or another of our affiliates may use this pricing supplement in market-making transactions in any notes after their
initial sale. Unless BMOCM or we inform you otherwise in the confirmation of sale, this pricing supplement is being used by BMOCM in a
market-making transaction.
For a period of approximately three months following
issuance of the notes, the price, if any, at which we or our affiliates would be willing to buy the notes from investors, and the value
that BMOCM may also publish for the notes through one or more financial information vendors and which could be indicated for the notes
on any brokerage account statements, will reflect a temporary upward adjustment from our estimated value of the notes that would otherwise
be determined and applicable at that time. This temporary upward adjustment represents a portion of (a) the hedging profit that we or
our affiliates expect to realize over the term of the notes and (b) any underwriting discount and the selling concessions paid in connection
with this offering. The amount of this temporary upward adjustment will decline to zero on a straight-line basis over the three-month
period.
The notes and the related offer to purchase notes
and sale of notes under the terms and conditions provided herein do not constitute a public offering in any non-U.S. jurisdiction, and
are being made available only to individually identified investors pursuant to a private offering as permitted in the relevant jurisdiction.
The notes are not, and will not be, registered with any securities exchange or registry located outside of the United States and have
not been registered with any non-U.S. securities or banking regulatory authority. The contents of this document have not been reviewed
or approved by any non-U.S. securities or banking regulatory authority. Any person who wishes to acquire the notes from outside the United
States should seek the advice or legal counsel as to the relevant requirements to acquire these notes.
British Virgin Islands. The notes have not
been, and will not be, registered under the laws and regulations of the British Virgin Islands, nor has any regulatory authority in the
British Virgin Islands passed comment upon or approved the accuracy or adequacy of this document. This pricing supplement and the related
documents shall not constitute an offer, invitation or solicitation to any member of the public in the British Virgin Islands for the
purposes of the Securities and Investment Business Act, 2010, of the British Virgin Islands.
Cayman Islands. Pursuant to the Companies
Law (as amended) of the Cayman Islands, no invitation may be made to the public in the Cayman Islands to subscribe for the notes by or
on behalf of the issuer unless at the time of such invitation the issuer is listed on the Cayman Islands Stock Exchange. The issuer is
not presently listed on the Cayman Islands Stock Exchange and, accordingly, no invitation to the public in the Cayman Islands is to be
made by the issuer (or by any dealer on its behalf). No such invitation is made to the public in the Cayman Islands hereby.
Dominican Republic. Nothing in this pricing
supplement constitutes an offer of securities for sale in the Dominican Republic. The notes have not been, and will not be, registered
with the Superintendence of Securities Market of the Dominican Republic (Superintendencia del Mercado de Valores), under Dominican Securities
Market Law No. 249-17 (“Securities Law 249-17”), and the notes may not be offered or sold within the Dominican Republic or
to, or for the account or benefit of, Dominican persons (as defined under Securities Law 249-17 and its regulations). Failure to comply
with these directives may result in a violation of Securities Law 249-17 and its regulations.
Israel. This pricing supplement is intended
solely for investors listed in the First Supplement of the Israeli Securities Law of 1968, as amended. A prospectus has not been prepared
or filed, and will not be prepared or filed, in Israel relating to the notes offered hereunder. The notes cannot be resold in Israel other
than to investors listed in the First Supplement of the Israeli Securities Law of 1968, as amended.
No action will be taken in Israel that would permit
an offering of the notes or the distribution of any offering document or any other material to the public in Israel. In particular, no
offering document or other material has been reviewed or approved by the Israel Securities Authority. Any material provided to an offeree
in Israel may not be reproduced or used for any other purpose, nor be furnished to any other person other than those to whom copies have
been provided directly by us or the selling agents.
Nothing in this pricing supplement or any other
offering material relating to the notes, should be considered as the rendering of a recommendation or advice, including investment advice
or investment marketing under the Law For Regulation of Investment Advice, Investment Marketing and Investment Portfolio Management, 1995,
to purchase any note. The purchase of any note will be based on an investor’s own understanding, for the investor’s own benefit
and for the investor’s own account and not with the aim or intention of distributing or offering to other parties. In purchasing
the notes, each investor declares that it has the knowledge, expertise and experience in financial and business matters so as to be capable
of evaluating the risks and merits of an investment in the notes, without relying on any of the materials provided.
Mexico. The notes have not been registered
with the National Registry of Securities maintained by the Mexican National Banking and Securities Commission and may not be offered or
sold publicly in Mexico. This pricing supplement and the related documents may not be publicly distributed in Mexico. The notes may only
be offered in a private offering pursuant to Article 8 of the Securities Market Law.
Switzerland. This pricing supplement is not
intended to constitute an offer or solicitation to purchase or invest in any notes. Neither this pricing supplement nor any other offering
or marketing material relating to the notes constitutes a prospectus compliant with the requirements of articles 35 et seq. of the Swiss
Financial Services Act ("FinSA")) for a public offering of the notes in Switzerland and no such prospectus has been or will
be prepared for or in connection with the offering of the notes in Switzerland.
Neither this pricing supplement nor any other offering
or marketing material relating to the notes has been or will be filed with or approved by a Swiss review body (Prüfstelle). No application
has been or is intended to be made to admit the notes to trading on any trading venue (SIX Swiss Exchange or on any other exchange or
any multilateral trading facility) in Switzerland. Neither this pricing supplement nor any other offering or marketing material relating
to the notes may be publicly distributed or otherwise made publicly available in Switzerland.
The notes may not be publicly offered, directly
or indirectly, in Switzerland within the meaning of FinSA except (i) in any circumstances falling within the exemptions to prepare a prospectus
listed in article 36 para. 1 FinSA or (ii) where such offer does not qualify as a public offer in Switzerland, provided always that no
offer of notes shall require the Issuer or any offeror to publish a prospectus pursuant to article 35 FinSA in respect to such offer and
that such offer shall comply with the additional restrictions set out below (if applicable). The Issuer has not authorised and does not
authorise any offer of notes which would require the Issuer or any offeror to publish a prospectus pursuant to article 35 FinSA in respect
of such offer. For purposes of this provision "public offer" shall have the meaning as such term is understood pursuant to article
3 lit. g and h FinSA and the Swiss Financial Services Ordinance ("FinSO").
The notes do not constitute participations in a
collective investment scheme within the meaning of the Swiss Collective Investment Schemes Act. They are not subject to the approval of,
or supervision by, the Swiss Financial Market Supervisory Authority ("FINMA"), and investors in the notes will not benefit from
protection under CISA or supervision by FINMA.
Prohibition of Offer to Private Clients in Switzerland
- No Key Information Document pursuant to article 58 FinSA (Basisinformationsblatt für Finanzinstrumente) or equivalent document
under foreign law pursuant to article 59 para. 2 FinSA has been or will be prepared in relation to the notes. Therefore, the following
additional restriction applies: Notes qualifying as "debt securities with a derivative character" pursuant to article 86 para.
2 FinSO may not be offered within the meaning of article 58 para. 1 FinSA, and neither this pricing supplement nor any other offering
or marketing material relating to such notes may be made available, to any retail client (Privatkunde) within the meaning of FinSA in
Switzerland.
The notes may also be sold in the following jurisdictions,
provided, in each case, any sales are made in accordance with all applicable laws in such jurisdiction:
Additional Information Relating to the Estimated Initial Value of
the Notes
Our estimated initial value of the notes on the
date hereof that is set forth on the cover hereof, equals the sum of the values of the following hypothetical components:
| · | a fixed-income debt component with the same tenor as the notes, valued using our internal funding rate for structured notes; and |
| · | one or more derivative transactions relating to the economic terms of the notes. |
The internal funding rate used in the determination
of the initial estimated value generally represents a discount from the credit spreads for our conventional fixed-rate debt. The value
of these derivative transactions is derived from our internal pricing models. These models are based on factors such as the traded market
prices of comparable derivative instruments and on other inputs, which include volatility, dividend rates, interest rates and other factors.
As a result, the estimated initial value of the notes on the Pricing Date was determined based on the market conditions on the Pricing
Date.
The Basket Components
Index Basket Component
All disclosures contained in this pricing supplement
regarding the Index Basket Component, including, without limitation, their make-up, method of calculation, and changes in their components
and their historical closing levels, have been derived from publicly available information prepared by the applicable sponsor. The information
reflects the policies of, and is subject to change by, the sponsor. The sponsor owns the copyrights and all rights to the Index Basket
Component. The sponsor is under no obligation to continue to publish, and may discontinue publication of, the Index Basket Component.
Neither we nor BMOCM accepts any responsibility for the calculation, maintenance or publication of the Index Basket Component or any successor.
We encourage you to review recent levels of the
Index Basket Component prior to making an investment decision with respect to the notes.
ETF Basket Components
We have derived the following information from publicly
available documents. We have not independently verified the accuracy or completeness of the following information. We are not affiliated
with any ETF Basket Component Issuer and the Basket Component Issuers will have no obligations with respect to the notes. This document
relates only to the notes and does not relate to the shares of the ETF Basket Components or any securities included in any Underlying
Index. Neither we nor any of our affiliates participates in the preparation of the publicly available documents described below. Neither
we nor any of our affiliates has made any due diligence inquiry with respect to the ETF Basket Components in connection with the offering
of the notes. There can be no assurance that all events occurring prior to the date hereof, including events that would affect the accuracy
or completeness of the publicly available documents described below and that would affect the trading price of the shares of the ETF Basket
Components, have been or will be publicly disclosed. Subsequent disclosure of any events or the disclosure of or failure to disclose material
future events concerning the ETF Basket Components could affect the price of the shares of the ETF Basket Components on the Valuation
Date, and therefore could affect the payments on the notes.
The selection of an ETF Basket Component is not
a recommendation to buy or sell the shares of that ETF Basket Component. Neither we nor any of our affiliates make any representation
to you as to the performance of the shares of the ETF Basket Components. Information provided to or filed with the SEC under the Exchange
Act and the Investment Company Act of 1940 relating to the ETF Basket Components may be obtained through the SEC’s website at http://www.sec.gov.
We encourage you to review recent levels of the
ETF Basket Components prior to making an investment decision with respect to the notes.
The S&P 500® Index (“SPX”)
The S&P 500® Index measures the performance
of the large-cap segment of the U.S. market. The S&P 500® Index includes 500 leading companies and covers approximately 80% of
available market capitalization. The calculation of the level of the S&P 500® Index is based on the relative value of the aggregate
market value of the common stocks of 500 companies as of a particular time compared to the aggregate average market value of the common
stocks of 500 similar companies during the base period of the years 1941 through 1943.
S&P calculates the S&P 500® Index by
reference to the prices of the constituent stocks of the S&P 500® Index without taking account of the value of dividends paid
on those stocks. As a result, the return on the notes will not reflect the return you would realize if you actually owned the constituent
stocks of the S&P 500® Index and received the dividends paid on those stocks.
Computation of the S&P 500® Index
While S&P currently employs the following methodology
to calculate the S&P 500® Index, no assurance can be given that S&P will not modify or change this methodology in a manner
that may affect the Payment at Maturity.
Historically, the market value of any component
stock of the S&P 500® Index was calculated as the product of the market price per share and the number of then outstanding shares
of such component stock. In March 2005, S&P began shifting the S&P 500® Index halfway from a market capitalization weighted
formula to a float-adjusted formula, before moving the S&P 500® Index to full float adjustment on September 16, 2005. S&P’s
criteria for selecting stocks for the S&P 500® Index did not change with the shift to float adjustment. However, the adjustment
affects each company’s weight in the S&P 500® Index.
Under float adjustment, the share counts used in
calculating the S&P 500® Index reflect only those shares that are available to investors, not all of a company’s outstanding
shares. Float adjustment excludes shares that are closely held by control groups, other publicly traded companies or government agencies.
In September 2012, all shareholdings representing
more than 5% of a stock’s outstanding shares, other than holdings by “block owners,” were removed from the float for
purposes of calculating the S&P 500® Index. Generally, these “control holders” will include officers and directors,
private equity, venture capital and special equity firms, other publicly traded companies that hold shares for control, strategic partners,
holders of restricted shares, ESOPs, employee and family trusts, foundations associated with the company, holders of unlisted share classes
of stock, government entities at all levels (other than government retirement/pension funds) and any individual person who controls a
5% or greater stake in a company as reported in regulatory filings. However, holdings by block owners, such as depositary banks, pension
funds, mutual funds and ETF providers, 401(k) plans of the company, government retirement/pension funds, investment funds of insurance
companies, asset managers and investment funds, independent foundations and savings and investment plans, will ordinarily be considered
part of the float.
Treasury stock, stock options, equity participation
units, warrants, preferred stock, convertible stock, and rights are not part of the float. Shares held in a trust to allow investors in
countries outside the country of domicile, such as depositary shares and Canadian exchangeable shares are normally part of the float unless
those shares form a control block.
For each stock, an investable weight factor (“IWF”)
is calculated by dividing the available float shares by the total shares outstanding. Available float shares are defined as the total
shares outstanding less shares held by control holders. This calculation is subject to a 5% minimum threshold for control blocks. For
example, if a company’s officers and directors hold 3% of the company’s shares, and no other control group holds 5% of the
company’s shares, S&P would assign that company an IWF of 1.00, as no control group meets the 5% threshold. However, if a company’s
officers and directors hold 3% of the company’s shares and another control group holds 20% of the company’s shares, S&P
would assign an IWF of 0.77, reflecting the fact that 23% of the company’s outstanding shares are considered to be held for control.
As of July 31, 2017, companies with multiple share class lines are no longer eligible for inclusion in the S&P 500® Index. Constituents
of the S&P 500® Index prior to July 31, 2017 with multiple share class lines were grandfathered in and continue to be included
in the S&P 500® Index. If a constituent company of the S&P 500® Index reorganizes into a multiple share class line structure,
that company will remain in the S&P 500® Index at the discretion of the S&P Index Committee in order to minimize turnover.
The S&P 500® Index is calculated using a
base-weighted aggregate methodology. The level of the S&P 500® Index reflects the total market value of all 500 component stocks
relative to the base period of the years 1941 through 1943. An indexed number is used to represent the results of this calculation in
order to make the level easier to use and track over time. The actual total market value of the component stocks during the base period
of the years 1941 through 1943 has been set to an indexed level of 10. This is often indicated by the notation 1941-43 = 10. In practice,
the daily calculation of the S&P 500® Index is computed by dividing the total market value of the component stocks by the “index
divisor.” By itself, the index divisor is an arbitrary number. However, in the context of the calculation of the S&P 500®
Index, it serves as a link to the original base period level of the S&P 500® Index. The index divisor keeps the S&P 500®
Index comparable over time and is the manipulation point for all adjustments to the S&P 500® Index, which is index maintenance.
Index Maintenance
Index maintenance includes monitoring and completing
the adjustments for company additions and deletions, share changes, stock splits, stock dividends, and stock price adjustments due to
company restructuring or spinoffs. Some corporate actions, such as stock splits and stock dividends, require changes in the common shares
outstanding and the stock prices of the companies in the S&P 500® Index, and do not require index divisor adjustments.
To prevent the level of the S&P 500® Index
from changing due to corporate actions, corporate actions which affect the total market value of the S&P 500® Index require an
index divisor adjustment. By adjusting the index divisor for the change in market value, the level of the S&P 500® Index remains
constant and does not reflect the corporate actions of individual companies in the S&P 500® Index. Index divisor adjustments are
made after the close of trading and after the calculation of the S&P 500® Index closing level.
Changes in a company’s total shares outstanding
of 5% or more due to public offerings are made as soon as reasonably possible. Other changes of 5% or more (for example, due to tender
offers, Dutch auctions, voluntary exchange offers, company stock repurchases, private placements, acquisitions of private companies or
non-index companies that do not trade on a major exchange, redemptions, exercise of options, warrants, conversion of preferred stock,
notes, debt, equity participations, at-the-market stock offerings or other recapitalizations) are made weekly, and are generally announced
on Fridays for implementation after the close of trading the following Friday (one week later). If a 5% or more share change causes a
company’s IWF to change by five percentage points or more, the IWF is updated at the same time as the share change. IWF changes
resulting from partial tender offers are considered on a case-by-case basis.
License Agreement
We and S&P Dow Jones Indices LLC (“S&P”)
have entered into a non-exclusive license agreement providing for the license to us and certain of our affiliates, in exchange for a fee,
of the right to use the S&P 500® Index, in connection with certain securities, including the notes. The S&P 500® Index
is owned and published by S&P.
The license agreement between S&P and us provides
that the following language must be set forth in this pricing supplement:
The notes are not sponsored, endorsed, sold or promoted
by S&P Dow Jones Indices LLC, Dow Jones, Standard and Poor’s Financial Services LLC or any of their respective affiliates (collectively,
“S&P Dow Jones Indices”). S&P Dow Jones Indices make no representation or warranty, express or implied, to the holders
of the notes or any member of the public regarding the advisability of investing in securities generally or in the notes particularly
or the ability of the S&P 500® Index to track general market performance. S&P Dow Jones Indices’ only relationship to
us with respect to the S&P 500® Index is the licensing of the Index and certain trademarks, service marks and/or trade names of
S&P Dow Jones Indices and/or its third party licensors. The S&P 500® Index is determined, composed and calculated by S&P
Dow Jones Indices without regard to us or the notes. S&P Dow Jones Indices have no obligation to take our needs or the needs of holders
of the notes into consideration in determining, composing or calculating the S&P 500® Index. S&P Dow Jones Indices are not
responsible for and have not participated in the determination of the prices, and amount of the notes or the timing of the issuance or
sale of the notes or in the determination or calculation of the equation by which the notes are to be converted into cash. S&P Dow
Jones Indices have no obligation or liability in connection with the administration, marketing or trading of the notes. There is no assurance
that investment products based on the S&P 500® Index will accurately track index performance or provide positive investment returns.
S&P Dow Jones Indices LLC and its subsidiaries are not investment advisors. Inclusion of a security or futures contract within an
index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security or futures contract, nor is it considered
to be investment advice. Notwithstanding the foregoing, CME Group Inc. and its affiliates may independently issue and/or sponsor financial
products unrelated to the notes currently being issued by us, but which may be similar to and competitive with the notes. In addition,
CME Group Inc. and its affiliates may trade financial products which are linked to the performance of the S&P 500® Index. It is
possible that this trading activity will affect the value of the notes.
S&P DOW JONES INDICES DO NOT GUARANTEE THE ADEQUACY,
ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE S&P 500® INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING
BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES
SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKE NO EXPRESS
OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO
RESULTS TO BE OBTAINED BY US, HOLDERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500® INDEX OR WITH RESPECT
TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR
ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST
TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE.
THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND US, OTHER THAN THE LICENSORS
OF S&P DOW JONES INDICES.
S&P® is a registered trademark of Standard
& Poor’s Financial Services LLC and Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC. These trademarks
have been licensed for use by Bank of Montreal. “Standard & Poor’s®”, “S&P 500®” and “S&P®”
are trademarks of S&P. The notes are not sponsored, endorsed, sold or promoted by S&P and S&P makes no representation regarding
the advisability of investing in the notes.
iShares® MSCI EAFE ETF (“EFA”)
The iShares® MSCI EAFE ETF is an investment
portfolio maintained and managed by iShares Trust and advised by BlackRock Fund Advisors. iShares is a registered investment company that
consists of numerous separate investment portfolios, including the iShares® MSCI EAFE ETF. The iShares® MSCI EAFE ETF seeks investment
results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI EAFE Index. Information about
the iShares® MSCI EAFE ETF filed with the SEC can be found by reference to its SEC file numbers: 333-92935 and 811-09729 or its CIK
Code: 0001100663. Shares of the iShares® MSCI EAFE ETF are listed on the NYSE Arca under ticker symbol "EFA."
The MSCI EAFE Index
All information in this document regarding the MSCI
EAFE Index, including, without limitation, its make-up, method of calculation and changes in its components, is derived from publicly
available information. Such information reflects the policies of, and is subject to change by, MSCI Inc. (“MSCI”). Neither
we nor any of our affiliates has undertaken any independent review or due diligence of such information. MSCI owns the copyright and all
other rights to the MSCI EAFE Index. MSCI has no obligation to continue to publish, and may discontinue publication of, the MSCI EAFE
Index.
The MSCI EAFE Index is intended to measure equity
market performance in developed market countries, excluding the U.S. and Canada. The MSCI EAFE Index is a free float-adjusted market capitalization
equity index. The MSCI EAFE Index currently consists of the following 21 developed market country indices: Australia, Austria, Belgium,
Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, The Netherlands, New Zealand, Norway, Portugal, Singapore,
Spain, Sweden, Switzerland, and the United Kingdom.
The MSCI Global Investable Market Indices
The MSCI EAFE Index is an MSCI Global Investable
Market Index
Constructing the MSCI Global Investable Market
Indices.
MSCI undertakes an index construction process, which
involves:
| · | defining the equity universe for each market; |
| · | determining the market investable equity universe for each market; |
| · | determining market capitalization size segments for each market; |
| · | applying index continuity rules for the MSCI Standard Index; |
| · | classifying securities under the Global Industry Classification Standard (the “GICS”); and |
| · | using a building block approach, regional and composite Indexes can be created from the individual market indexes for each size-segment |
Defining the Equity Universe
The equity universe is defined by:
| · | Identifying Eligible Equity Securities: the equity universe initially looks at securities listed in any of the countries in the MSCI
Global Index Series, which will be classified as either Developed Markets (“DM”) or Emerging Markets (“EM”). All
listed equity securities, or listed securities that exhibit characteristics of equity securities, except mutual funds, exchange traded
funds, equity derivatives, limited partnerships, and most investment trusts, are eligible for inclusion in the equity universe. Real Estate
Investment Trusts (“REITs”) in some countries and certain income trusts in Canada are also eligible for inclusion. |
| · | Classifying Eligible Securities into the Appropriate Country: each company and its securities (i.e., share classes) are classified
in only one country. |
Determining the Market Investable Equity Universes.
A market investable equity universe for a market
is derived by (i) identifying eligible listings for each security in the equity universe; and (ii) applying investability screens to individual
companies and securities in the equity universe that are classified in that market. A market is generally equivalent to a single country.
A security may have a listing in the country where
it is classified (a “local listing”) and/or in a different country (a “foreign listing”). A security may be represented
by either a local listing or a foreign listing (including a depositary receipt) in the global investable equity universe. A security may
be represented by a foreign listing only if the security is classified in a country that meets the foreign listing materiality requirement
(as described below), and the security’s foreign listing is traded on an eligible stock exchange of a developed market country if
the security is classified in a developed market country or, if the security is classified in an emerging market country, an eligible
stock exchange of a developed market country or an emerging market country.
In order for a country to meet the foreign listing
materiality requirement, MSCI determines all securities represented by a foreign listing that would be included in the country’s
MSCI Country Investable Market Index if foreign listings were eligible from that country. The aggregate free-float adjusted market capitalization
for all such securities should represent at least (i) 5% of the free float-adjusted market capitalization of the relevant MSCI Country
Investable Market Index and (ii) 0.05% of the free-float adjusted market capitalization of the MSCI ACWI Investable Market Index. If a
country does not meet the foreign listing materiality requirement, then securities in that country may not be represented by a foreign
listing in the global investable equity universe.
The investability screens used to determine the
investable equity universe in each market are as follows:
| · | Equity Universe Minimum Size Requirement: this investability screen is applied at the company level. In order to be included
in a market investable equity universe, a company must have the required minimum full market capitalization. |
| · | Equity Universe Minimum Free Float-Adjusted Market Capitalization Requirement: this investability screen is applied at the
individual security level. To be eligible for inclusion in a market investable equity universe, a security must have a free float-adjusted
market capitalization equal to or higher than 50% of the equity universe minimum size requirement. |
| · | DM and EM Minimum Liquidity Requirement: this investability screen is applied at the individual security level. To be eligible
for inclusion in a market investable equity universe, a security must have at least one eligible listing with adequate liquidity. The
twelve-month and three-month Annual Traded Value Ratio (“ATVR”), a measure that screens out extreme daily trading volumes
and takes into account the free float-adjusted market capitalization size of securities, together with the three-month frequency of trading
are used to measure liquidity. A minimum liquidity level of 20% of three- and twelve-month ATVR and 90% of three-month frequency of trading
over the last four consecutive quarters, as well as 20% of 12-month ATVR are required for inclusion of a security in a market investable
equity universe of a DM, and a minimum liquidity level of 15% of three- and twelve-month ATVR and 80% of three-month frequency of trading
over the last four consecutive quarters, as well as 15% of 12-month ATVR are required for inclusion of a security in a market investable
equity universe of an EM. |
| · | Global Minimum Foreign Inclusion Factor Requirement: this investability screen is applied at the individual security level.
To be eligible for inclusion in a market investable equity universe, a security’s Foreign Inclusion Factor (“FIF”) must
reach a certain threshold. The FIF of a security is defined as the proportion of shares outstanding that is available for purchase in
the public equity markets by international investors. This proportion accounts for the available free float of and/or the foreign ownership
limits applicable to a specific security (or company). In general, a security must have an FIF equal to or larger than 0.15 to be eligible
for inclusion in a market investable equity universe. |
| · | Minimum Length of Trading Requirement: this investability screen is applied at the individual security level. For an initial
public offering (“IPO”) to be eligible for inclusion in a market investable equity universe, the new issue must have started
trading at least three months before the implementation of a semi−annual index review (as described below). This requirement is
applicable to small new issues in all markets. Large IPOs are not subject to the minimum length of trading requirement and may be included
in a market investable equity universe and the Standard Index outside of a Quarterly or Semi−Annual Index Review. |
| · | Minimum Foreign Room Requirement: this investability screen is applied at the individual security level. For a security that
is subject to a foreign ownership limit to be eligible for inclusion in a market investable equity universe, the proportion of shares
still available to foreign investors relative to the maximum allowed (referred to as “foreign room”) must be at least 15%. |
Defining Market Capitalization Size Segments
for Each Market. Once a market investable equity universe is defined, it is segmented into the following size−based indices:
| · | Investable Market Index (Large + Mid + Small); |
| · | Standard Index (Large + Mid); |
Creating the size segment indices in each market
involves the following steps:
| · | defining the market coverage target range for each size segment; |
| · | determining the global minimum size range for each size segment; |
| · | determining the market size−segment cutoffs and associated segment number of companies; |
| · | assigning companies to the size segments; and |
| · | applying final size−segment investability requirements. |
Index Continuity Rules for the Standard Indices.
In order to achieve index continuity, as well as
to provide some basic level of diversification within a market index, and notwithstanding the effect of other index construction rules
described in this section, a minimum number of five constituents will be maintained for a DM Standard Index and a minimum number of three
constituents will be maintained for an EM Standard Index.
Classifying Securities under the Global Industry
Classification Standard.
All securities in the global investable equity universe
are assigned to the industry that best describes their business activities. To this end, MSCI has designed, in conjunction with S&P
Dow Jones Indices, the GICS. The GICS currently consists of 11 Sectors, 24 Industry Groups, 69 Industries and 158 Sub-Industries. Under
the GICS, each company is assigned to one Sub−Industry according to its principal business activity. Therefore, a company can belong
to only one grouping at each of the four levels of the GICS.
Calculation Methodology for the MSCI® EAFE
Index.
The performance of the underlying index is a free-float
weighted average of the U.S. dollar values of its component securities.
Prices used to calculate the component securities
are the official exchange closing prices or prices accepted as such in the relevant market. In the case of a market closure, or if a security
does not trade on a specific day or during a specific period, MSCI carries forward the previous day’s price (or latest available
closing price). In the event of a market outage resulting in any component security price to be unavailable, MSCI will generally use the
last reported price for such component security for the purpose of performance calculation unless MSCI determines that another price is
more appropriate based on the circumstances. Closing prices are converted into U.S. dollars, as applicable, using the closing exchange
rates calculated by WM/Reuters at 4:00PM London Time.
Index Maintenance
The MSCI Global Investable Market Indices are maintained
with the objective of reflecting the evolution of the underlying equity markets and segments on a timely basis, while seeking to achieve
index continuity, continuous investability of constituents and replicability of the indices, and index stability and low index turnover.
In particular, index maintenance involves:
Semi−Annual Index Reviews (“SAIRs”) in May
and November of the Size Segment and Global Value and Growth Indices which include:
| · | updating the indices on the basis of a fully refreshed equity universe; |
| · | taking buffer rules into consideration for migration of securities across size and style segments; and |
| · | updating FIFs and Number of Shares (“NOS”). |
Quarterly Index Reviews in February and August of the Size
Segment Indices aimed at:
| · | including significant new eligible securities (such as IPOs that were not eligible for earlier inclusion) in the index; |
| · | allowing for significant moves of companies within the Size Segment Indices, using wider buffers than in the SAIR; and |
| · | reflecting the impact of significant market events on FIFs and updating NOS. |
Ongoing Event−Related Changes: changes of this type
are generally implemented in the indices as they occur. Significantly large IPOs are included in the indices after the close of the company’s
tenth day of trading.
MSCI’s semi-annual index review is designed
to systematically reassess the component securities of the index. During each semi-annual index review, the universe of component securities
is updated and the global minimum size range for the index is recalculated. Then, the following index maintenance activities, among others,
are undertaken: the eligible equity securities are reviewed, minimum size requirements are reevaluated, and size-segment requirements
are reassessed. The results of the semi-annual index reviews are announced at least two weeks in advance of their effective implementation
date as of the close of the last business day of May and November.
MSCI’s quarterly index review process is designed
to ensure that the country indices continue to be an accurate reflection of evolving equity markets. This goal is achieved by timely reflecting
significant market driven changes that were not captured in each index at the time of their actual occurrence and that should not wait
until the semi-annual index review due to their importance. These quarterly index reviews may result in additions and deletions of component
securities from a country index (or a security being removed from one country listing and represented by a different country listing)
and changes in FIFs and in NOS.
These guidelines and the policies implementing the
guidelines are the responsibility of, and, ultimately, subject to adjustment by, MSCI.
Neither we nor any of our affiliates, including
BMOCM, accepts any responsibility for the calculation, maintenance, or publication of, or for any error, omission, or disruption in the
MSCI® EAFE Index, or any successor to the index. MSCI does not guarantee the accuracy or the completeness of the MSCI® EAFE Index,
or any data included in the index. MSCI assumes no liability for any errors, omissions, or disruption in the calculation and dissemination
of the MSCI® EAFE Index. MSCI disclaims all responsibility for any errors or omissions in the calculation and dissemination of the
MSCI® EAFE Index, or the manner in which the index is applied in determining the amount payable on the notes at maturity.
iShares® MSCI Emerging Markets ETF (“EEM”)
The iShares® MSCI Emerging Markets ETF is an
investment portfolio maintained and managed by iShares, Inc. and advised by BlackRock Fund Advisors. iShares is a registered investment
company that consists of numerous separate investment portfolios, including the iShares® MSCI Emerging Markets ETF. The iShares®
MSCI Emerging Markets ETF seeks investment results that correspond generally to the price and yield performance, before fees and expenses,
of the MSCI® Emerging Markets Index. Information about the iShares® MSCI Emerging Markets ETF filed with the SEC can be found
by reference to its SEC file numbers: 033-97598 and 811-09102 or its CIK Code: 0000930667. Shares of the iShares® MSCI Emerging Markets
ETF are listed on the NYSE Arca under ticker symbol "EEM."
The MSCI Emerging Markets Index
All information in this document regarding the MSCI
Emerging Markets Index, including, without limitation, its make-up, method of calculation and changes in its components, is derived from
publicly available information. Such information reflects the policies of, and is subject to change by, MSCI Inc. (“MSCI”).
Neither we nor any of our affiliates has undertaken any independent review or due diligence of such information. MSCI owns the copyright
and all other rights to the MSCI Emerging Markets Index. MSCI has no obligation to continue to publish, and may discontinue publication
of, the MSCI Emerging Markets Index.
The MSCI Emerging Markets Index is published by
MSCI and is intended to capture the large and mid cap representation across selected emerging markets countries and to capture approximately
85% of the free-float adjusted market capitalization in each selected emerging markets country. The MSCI Emerging Markets Index currently
consists of the following 24 emerging market country indices: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary,
India, Indonesia, Korea, Kuwait, Malaysia, Mexico, Peru, Philippines, Poland, Qatar, Saudi Arabia, South Africa, Taiwan, Thailand, Turkey
and United Arab Emirates. The MSCI Emerging Markets Index has a base date of December 31, 1987 and an initial value of 100.
The MSCI Global Investable Market Indices
The MSCI Emerging Markets Index is an MSCI Global
Investable Market Index.
Constructing the MSCI Global Investable Market
Indices.
MSCI undertakes an index construction process, which
involves:
| · | defining the equity universe for each market; |
| · | determining the market investable equity universe for each market; |
| · | determining market capitalization size segments for each market; |
| · | applying index continuity rules for the MSCI Standard Index; |
| · | classifying securities under the Global Industry Classification Standard (the “GICS”); and |
| · | using a building block approach, regional and composite indexes can be created from the individual market indexes for each size-segment |
Defining the Equity Universe.
The equity universe is defined by:
| · | Identifying Eligible Equity Securities: the equity universe initially looks at securities listed in any of the countries in the MSCI
Global Index Series, which will be classified as either Developed Markets (“DM”) or Emerging Markets (“EM”). All
listed equity securities, or listed securities that exhibit characteristics of equity securities, except mutual funds, exchange traded
funds, equity derivatives, limited partnerships, and most investment trusts, are eligible for inclusion in the equity universe. Real Estate
Investment Trusts (“REITs”) in some countries and certain income trusts in Canada are also eligible for inclusion. |
| · | Classifying Eligible Securities into the Appropriate Country: each company and its securities (i.e., share classes) are classified
in only one country. |
Determining the Market Investable Equity Universes.
A market investable equity universe for a market
is derived by (i) identifying eligible listings for each security in the equity universe; and (ii) applying investability screens to individual
companies and securities in the equity universe that are classified in that market. A market is generally equivalent to a single country.
A security may have a listing in the country where
it is classified (a “local listing”) and/or in a different country (a “foreign listing”). A security may be represented
by either a local listing or a foreign listing (including a depositary receipt) in the global investable equity universe. A security may
be represented by a foreign listing only if the security is classified in a country that meets the foreign listing materiality requirement
(as described below), and the security’s foreign listing is traded on an eligible stock exchange of a developed market country if
the security is classified in a developed market country or, if the security is classified in an emerging market country, an eligible
stock exchange of a developed market country or an emerging market country.
In order for a country to meet the foreign listing
materiality requirement, MSCI determines all securities represented by a foreign listing that would be included in the country’s
MSCI Country Investable Market Index if foreign listings were eligible from that country. The aggregate free-float adjusted market capitalization
for all such securities should represent at least (i) 5% of the free float-adjusted market capitalization of the relevant MSCI Country
Investable Market Index and (ii) 0.05% of the free-float adjusted market capitalization of the MSCI ACWI Investable Market Index. If a
country does not meet the foreign listing materiality requirement, then securities in that country may not be represented by a foreign
listing in the global investable equity universe.
The investability screens used to determine the
investable equity universe in each market are as follows:
| · | Equity Universe Minimum Size Requirement: this investability screen is applied at the company level. In order to be included
in a market investable equity universe, a company must have the required minimum full market capitalization. |
| · | Equity Universe Minimum Free Float-Adjusted Market Capitalization Requirement: this investability screen is applied at the
individual security level. To be eligible for inclusion in a market investable equity universe, a security must have a free float-adjusted
market capitalization equal to or higher than 50% of the equity universe minimum size requirement. |
| · | DM and EM Minimum Liquidity Requirement: this investability screen is applied at the individual security level. To be eligible
for inclusion in a market investable equity universe, a security must have at least one eligible listing with adequate liquidity. The
twelve-month and three-month Annual Traded Value Ratio (“ATVR”), a measure that screens out extreme daily trading volumes
and takes into account the free float-adjusted market capitalization size of securities, together with the three-month frequency of trading
are used to measure liquidity. A minimum liquidity level of 20% of three- and twelve-month ATVR and 90% of three-month frequency of trading
over the last four consecutive quarters, as well as 20% of 12-month ATVR are required for inclusion of a security in a market investable
equity universe of a DM, and a minimum liquidity level of 15% of three- and twelve-month ATVR and 80% of three-month frequency of trading
over the last four consecutive quarters, as well as 15% of 12-month ATVR are required for inclusion of a security in a market investable
equity universe of an EM. |
| · | Global Minimum Foreign Inclusion Factor Requirement: this investability screen is applied at the individual security level.
To be eligible for inclusion in a market investable equity universe, a security’s Foreign Inclusion Factor (“FIF”) must
reach a certain threshold. The FIF of a security is defined as the proportion of shares outstanding that is available for purchase in
the public equity markets by international investors. This proportion accounts for the available free float of and/or the foreign ownership
limits applicable to a specific security (or company). In general, a security must have an FIF equal to or larger than 0.15 to be eligible
for inclusion in a market investable equity universe. |
| · | Minimum Length of Trading Requirement: this investability screen is applied at the individual security level. For an initial
public offering (“IPO”) to be eligible for inclusion in a market investable equity universe, the new issue must have started
trading at least three months before the implementation of a semi−annual index review (as described below). This requirement is
applicable to small new issues in all markets. Large IPOs are not subject to the minimum length of trading requirement and may be included
in a market investable equity universe and the Standard Index outside of a Quarterly or Semi−Annual Index Review. |
| · | Minimum Foreign Room Requirement: this investability screen is applied at the individual security level. For a security that
is subject to a foreign ownership limit to be eligible for inclusion in a market investable equity universe, the proportion of shares
still available to foreign investors relative to the maximum allowed (referred to as “foreign room”) must be at least 15%. |
Defining Market Capitalization Size Segments
for Each Market. Once a market investable equity universe is defined, it is segmented into the following size−based indices:
| · | Investable Market Index (Large + Mid + Small); |
| · | Standard Index (Large + Mid); |
Creating the size segment indices in each market
involves the following steps:
| · | defining the market coverage target range for each size segment; |
| · | determining the global minimum size range for each size segment; |
| · | determining the market size−segment cutoffs and associated segment number of companies; |
| · | assigning companies to the size segments; and |
| · | applying final size−segment investability requirements. |
Index Continuity Rules for the Standard Indices.
In order to achieve index continuity, as well as
to provide some basic level of diversification within a market index, and notwithstanding the effect of other index construction rules
described in this section, a minimum number of five constituents will be maintained for a DM Standard Index and a minimum number of three
constituents will be maintained for an EM Standard Index.
Classifying Securities under the Global Industry
Classification Standard.
All securities in the global investable equity universe
are assigned to the industry that best describes their business activities. To this end, MSCI has designed, in conjunction with S&P
Dow Jones Indices, the GICS. The GICS currently consists of 11 Sectors, 24 Industry Groups, 69 Industries and 158 Sub-Industries. Under
the GICS, each company is assigned to one Sub−Industry according to its principal business activity. Therefore, a company can belong
to only one grouping at each of the four levels of the GICS.
Calculation Methodology for the MSCI® Emerging
Markets Index.
The performance of the underlying index is a free-float
weighted average of the U.S. dollar values of its component securities.
Prices used to calculate the component securities
are the official exchange closing prices or prices accepted as such in the relevant market. In the case of a market closure, or if a security
does not trade on a specific day or during a specific period, MSCI carries forward the previous day’s price (or latest available
closing price). In the event of a market outage resulting in any component security price to be unavailable, MSCI will generally use the
last reported price for such component security for the purpose of performance calculation unless MSCI determines that another price is
more appropriate based on the circumstances. Closing prices are converted into U.S. dollars, as applicable, using the closing exchange
rates calculated by WM/Reuters at 4:00PM London Time.
Index Maintenance
The MSCI Global Investable Market Indices are maintained
with the objective of reflecting the evolution of the underlying equity markets and segments on a timely basis, while seeking to achieve
index continuity, continuous investability of constituents and replicability of the indices, and index stability and low index turnover.
In particular, index maintenance involves:
Semi−Annual Index Reviews (“SAIRs”) in May
and November of the Size Segment and Global Value and Growth Indices which include:
| · | updating the indices on the basis of a fully refreshed equity universe; |
| · | taking buffer rules into consideration for migration of securities across size and style segments; and |
| · | updating FIFs and Number of Shares (“NOS”). |
Quarterly Index Reviews in February and August of the Size
Segment Indices aimed at:
| · | including significant new eligible securities (such as IPOs that were not eligible for earlier inclusion) in the index; |
| · | allowing for significant moves of companies within the Size Segment Indices, using wider buffers than in the SAIR; and |
| · | reflecting the impact of significant market events on FIFs and updating NOS. |
Ongoing Event−Related Changes: changes of this type
are generally implemented in the indices as they occur. Significantly large IPOs are included in the indices after the close of the company’s
tenth day of trading.
MSCI’s semi-annual index review is designed
to systematically reassess the component securities of the index. During each semi-annual index review, the universe of component securities
is updated and the global minimum size range for the index is recalculated. Then, the following index maintenance activities, among others,
are undertaken: the eligible equity securities are reviewed, minimum size requirements are reevaluated, and size-segment requirements
are reassessed. The results of the semi-annual index reviews are announced at least two weeks in advance of their effective implementation
date as of the close of the last business day of May and November.
MSCI’s quarterly index review process is designed
to ensure that the country indices continue to be an accurate reflection of evolving equity markets. This goal is achieved by timely reflecting
significant market driven changes that were not captured in each index at the time of their actual occurrence and that should not wait
until the semi-annual index review due to their importance. These quarterly index reviews may result in additions and deletions of component
securities from a country index (or a security being removed from one country listing and represented by a different country listing)
and changes in FIFs and in NOS.
These guidelines and the policies implementing the
guidelines are the responsibility of, and, ultimately, subject to adjustment by, MSCI.
Neither we nor any of our affiliates, including BMOCM, accepts any responsibility
for the calculation, maintenance, or publication of, or for any error, omission, or disruption in the MSCI® Emerging Markets Index,
or any successor to the index. MSCI does not guarantee the accuracy or the completeness of the MSCI® Emerging Markets Index, or any
data included in the index. MSCI assumes no liability for any errors, omissions, or disruption in the calculation and dissemination of
the MSCI® Emerging Markets Index. MSCI disclaims all responsibility for any errors or omissions in the calculation and dissemination
of the MSCI® Emerging Markets Index, or the manner in which the index is applied in determining the amount payable on the notes at
maturity.
Validity of the Notes
In the opinion of Osler, Hoskin & Harcourt LLP,
the issue and sale of the notes has been duly authorized by all necessary corporate action of the Bank in conformity with the Senior Indenture,
and when this pricing supplement has been attached to, and duly notated on, the master note that represents the notes, the notes will
have been validly executed and issued and, to the extent validity of the notes is a matter governed by the laws of the Province of Ontario,
or the laws of Canada applicable therein, and will be valid obligations of the Bank, subject to the following limitations (i) the enforceability
of the Senior Indenture may be limited by the Canada Deposit Insurance Corporation Act (Canada), the Winding-up and Restructuring Act
(Canada) and bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement or winding-up laws or other similar laws affecting
the enforcement of creditors’ rights generally; (ii) the enforceability of the Senior Indenture may be limited by equitable principles,
including the principle that equitable remedies such as specific performance and injunction may only be granted in the discretion of a
court of competent jurisdiction; (iii) pursuant to the Currency Act (Canada) a judgment by a Canadian court must be awarded in Canadian
currency and that such judgment may be based on a rate of exchange in existence on a day other than the day of payment; and (iv) the enforceability
of the Senior Indenture will be subject to the limitations contained in the Limitations Act, 2002 (Ontario), and such counsel expresses
no opinion as to whether a court may find any provision of the Senior Debt Indenture to be unenforceable as an attempt to vary or exclude
a limitation period under that Act. This opinion is given as of the date hereof and is limited to the laws of the Provinces of Ontario
and the federal laws of Canada applicable thereto. In addition, this opinion is subject to customary assumptions about the trustee’s
authorization, execution and delivery of the Indenture and the genuineness of signatures and certain factual matters, all as stated in
the letter of such counsel dated May 26, 2022, which has been filed as Exhibit 5.3 to Bank of Montreal’s Form 6-K filed with the
SEC and dated May 26, 2022.
In the opinion of Mayer Brown LLP, when this pricing
supplement has been attached to, and duly notated on, the master note that represents the notes, and the notes have been issued and sold
as contemplated herein, the notes will be valid, binding and enforceable obligations of Bank of Montreal, entitled to the benefits of
the Senior Indenture, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts
of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing
and the lack of bad faith). This opinion is given as of the date hereof and is limited to the laws of the State of New York. Insofar as
this opinion involves matters governed by the laws of the Province of Ontario, or the laws of Canada applicable therein, Mayer Brown LLP
has assumed, without independent inquiry or investigation, the validity of the matters opined on by Osler, Hoskin & Harcourt LLP,
Canadian legal counsel for the issuer, in its opinion expressed above. This opinion is subject to customary assumptions about the trustee’s
authorization, execution and delivery of the Senior Indenture and the genuineness of signatures and to such counsel’s reliance on
the Bank of Montreal and other sources as to certain factual matters, all as stated in the legal opinion of Mayer Brown LLP dated May
26, 2022, which has been filed with the SEC as an exhibit to a report on Form 6-K by the Bank of Montreal on May 26, 2022.
24
424B2
EX-FILING FEES
0000927971
333-264388
0000927971
2024-08-16
2024-08-16
iso4217:USD
xbrli:pure
xbrli:shares
EX-FILING FEES
CALCULATION OF FILING FEE TABLES
F-3
BANK OF MONTREAL /CAN/
Narrative Disclosure
The maximum aggregate offering price of the securities to which the prospectus relates is $1,572,000
.
The
prospectus is a final prospectus for the related offering.
v3.24.2.u1
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ffd_FeeExhibitTp |
Namespace Prefix: |
ffd_ |
Data Type: |
ffd:feeExhibitTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ffd_RegnFileNb |
Namespace Prefix: |
ffd_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ffd_SubmissionLineItems |
Namespace Prefix: |
ffd_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ffd_SubmissnTp |
Namespace Prefix: |
ffd_ |
Data Type: |
ffd:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2.u1
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230
+ Details
Name: |
ffd_FeesSummaryLineItems |
Namespace Prefix: |
ffd_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230
+ Details
Name: |
ffd_FnlPrspctsFlg |
Namespace Prefix: |
ffd_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230
+ Details
Name: |
ffd_NrrtvDsclsr |
Namespace Prefix: |
ffd_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230
+ Details
Name: |
ffd_NrrtvMaxAggtAmt |
Namespace Prefix: |
ffd_ |
Data Type: |
ffd:nonNegativeDecimal2ItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Max S&P 500 4x Leveraged... (AMEX:XXXX)
Historical Stock Chart
From Jul 2024 to Aug 2024
Max S&P 500 4x Leveraged... (AMEX:XXXX)
Historical Stock Chart
From Aug 2023 to Aug 2024