Registration Statement No.333-264388
Filed Pursuant to Rule 433
Subject to Completion, dated October
4, 2022
Pricing Supplement to the Prospectus dated May 26, 2022,
the Prospectus Supplement dated May 26, 2022 and the Product Supplement dated September 22, 2022
US$ [ ]
Senior Medium-Term Notes, Series I
Market Linked Notes due April 30, 2024
Linked to the S&P 500® Index
| · | The notes are designed for investors who are seeking 100.00% positive return based on any appreciation
in the level of the S&P 500® Index (the “Reference Asset”) , subject to the Maximum Redemption Amount (as defined
below). Investors must be willing to accept that the payment at maturity that the payment at maturity will not exceed the Maximum Redemption
Amount. |
| · | The Maximum Redemption Amount is $1,090.00 for each $1,000 in principal amount (a 9.00% return on the
notes). |
| · | If the Final Level of the Reference Asset decreases from its Initial Level, investors will receive a
cash amount at maturity that is equal to the principal amount. |
| · | Investing in the notes is not equivalent to a hypothetical direct investment in the Reference Asset. |
| · | 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 06374VAK2. |
| · | 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:1
Pricing Date: |
October 26, 2022 |
|
Valuation Date: |
April 25, 2024 |
Settlement Date: |
October 31, 2022 |
|
Maturity Date: |
April 30, 2024 |
1Expected. See “Key Terms of the Notes” below for additional
details.
|
Price to Public1 |
Agent’s Commission1 |
Proceeds to Bank of Montreal1 |
Per Note
Total |
100%
[ ] |
1.375%
[ ] |
98.625%
[ ] |
1 The total “Agent’s Commission” and “Proceeds
to Bank of Montreal” to be specified above will reflect the aggregate amounts at the time Bank of Montreal establishes its hedge
positions on or prior to the Pricing Date, which may be variable and fluctuate depending on market conditions at such times. Certain dealers
who purchased 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 between $986.25 and $1,000 per $1,000 in principal
amount. We or one of our affiliates may also pay a referral fee to certain dealers in connection with the distribution of the notes.
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 $967.50 per $1,000 in principal amount. The estimated initial value of the notes on the Pricing Date may
differ from this value but will not be less than $920.00 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: |
The S&P 500® Index (ticker symbol "SPX") . See "The Reference Asset" below for additional information. |
|
|
Payment at Maturity: |
If the Final Level of the Reference Asset is greater than its Initial Level and the
Percentage Change of the Reference Asset multiplied by the Upside Leverage Factor is greater than or equal to the Maximum Return, the
payment at maturity for each $1,000 in principal amount of the notes will equal the Maximum Redemption Amount.
If the Final Level of the Reference Asset is greater than its Initial Level and the
Percentage Change of the Reference Asset multiplied by the Upside Leverage Factor is less than the Maximum Return, 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 of the Reference Asset x
Upside Leverage Factor)]
If the Final Level of the Reference Asset is less than or equal to its Initial 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. |
|
|
Upside Leverage Factor: |
100.00% |
|
|
Maximum Return: |
9.00% |
|
|
Maximum Redemption Amount: |
The payment at maturity will not exceed the Maximum Redemption Amount of $1,090.00 per $1,000 in principal amount of the notes. |
|
|
Percentage Change: |
The quotient, expressed as a percentage, of the following formula:
(Final Level - Initial Level)
Initial Level |
|
|
Initial Level:2 |
The closing level of the Reference Asset on the Pricing Date. |
|
|
Final Level: |
The closing level of the Reference Asset on the Valuation Date. |
|
|
Pricing Date:1 |
October 26, 2022 |
|
|
Settlement Date:1 |
October 31, 2022 |
|
|
Valuation Date:1 |
April 25, 2024 |
|
|
Maturity Date:1 |
April 30, 2024 |
|
|
Calculation Agent: |
BMOCM |
|
|
Selling Agent: |
BMOCM |
1 Expected and subject to the occurrence of a market disruption event,
as described in the accompanying product supplement. If we make any change to the expected Pricing Date and Settlement Date, the Valuation
Date and Maturity Date will be changed so that the stated term of the notes remains approximately the same.
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” 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 Reference Asset, reflecting
the 100.00% Upside Leverage Factor, and Maximum Return of 9.00%. 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 Reference Asset
|
Participation in Percentage
Change |
Hypothetical Return of the
Notes |
14.00%
9.00%
|
100% Upside Exposure, subject to the Maximum Return
|
9.00%
9.00% |
6.00%
3.00%
|
100% Upside Exposure
|
6.00%
3.00% |
0%
-100%
|
No Upside Payment
|
0%
0% |
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.
We have filed a registration statement (including a prospectus)
with the SEC for the offering to which this document relates. Before you invest, you should read the prospectus in that registration statement
and the other documents that we have filed with the SEC for more complete information about us and this offering. You may obtain these
documents free of charge by visiting the SEC's website at http://www.sec.gov. Alternatively, we will arrange to send to you the prospectus
(as supplemented by the prospectus supplement and product supplement) if you request it by calling our agent toll-free at 1-877-369-5412.
Selected Risk Considerations
An investment in the notes involves significant risks. Investing
in the notes is not equivalent to investing directly in the Reference Asset. 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 return on the notes is limited to the Maximum Redemption Amount, regardless of any appreciation in the levels of the Reference
Asset. — The return on your notes will not be greater than the Maximum Redemption Amount. This will be the case even if the
Percentage Change of the Reference Asset multiplied by the Upside Leverage Factor exceeds the Maximum Return. |
| · | 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 Reference Asset. 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 Reference Asset
| · | Owning the notes is not the same as a hypothetical direct investment in the Reference Asset or a security directly linked to the
Reference Asset. — The return on your notes will not reflect the return you would realize if you made a hypothetical direct
investment in the Reference Asset or the underlying securities of the Reference Asset or a security directly linked to the performance
of the Reference Asset or the underlying securities of the Reference Asset and held that investment for a similar period. Your notes may
trade quite differently from the Reference Asset. Changes in the level of the Reference Asset may not result in comparable changes in
the market value of your notes. Even if the level of the Reference Asset increases 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
level of the Reference Asset increases. |
| · | You will not have any shareholder rights and will have no right to receive any shares of any company included in the Reference
Asset at maturity. — Investing in your notes will not make you a holder of any securities included in the Reference Asset.
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 such underlying securities. |
| · | We have no affiliation with the index sponsor and will not be responsible for the index sponsor's actions. — The sponsor
of the Reference Asset is not our affiliate and will not be involved in the offering of the notes in any way. Consequently, we have no
control over the actions of the index sponsor, including any actions of the type that would require the calculation agent to adjust the
payment to you at maturity. The index sponsor has no obligation of any sort with respect to the notes. Thus, the index sponsor has no
obligation to take your interests into consideration for any reason, including in taking any actions that might affect the value of the
notes. None of our proceeds from the issuance of the notes will be delivered to the index sponsor. |
| · | You must rely on your own evaluation of the merits of an investment linked to the Reference Asset. — In the ordinary
course of their businesses, our affiliates from time to time may express views on expected movements in the levels of the Reference Asset
or the prices of the securities included in the Reference Asset. One or more of our affiliates have published, and in the future may publish,
research reports that express views on the Reference Asset 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 Reference Asset at any time may have significantly different
views from those of our affiliates. You are encouraged to derive information concerning the Reference Asset 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. |
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 securities included in the Reference Asset 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 level of the Reference Asset 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 Reference Asset. 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 will be 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 will exceed 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. The
initial estimated value of the notes may be as low as the amount indicated on the cover page hereof. |
| · | 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, and our estimated value as determined on
the Pricing Date will be, derived using our internal pricing models. This value is based on market conditions and other relevant factors,
which include volatility of the Reference Asset, 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 are not determined by reference to the credit spreads for our conventional fixed-rate debt. —
To determine the terms of the notes, we will use 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 securities included in the Reference Asset, futures or options relating to the
Reference Asset or securities included in the Reference Asset or other derivative instruments with return liked or related to changes
in the performance on the Reference Asset or securities included in the Reference Asset. We or our affiliates may also trade in the securities
included in the Reference Asset or instruments related to the Reference Asset 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 level of the Reference
Asset and interest rates on any trading day, the value of the notes will be affected by a number of economic and market factors that may
either offset or magnify each other, and which are described in more detail in the product supplement. |
| · | U.S. taxpayers will be required to pay taxes on the notes each year. — The notes
will likely be treated as debt instruments subject to special rules governing contingent payment debt instruments for U.S. federal income
tax purposes. If you are a United States holder (as defined in the accompanying prospectus), you generally will be required to pay taxes
on ordinary income over the term of the notes based on the comparable yield for the notes, even though you will not receive any payments
from us until maturity. This comparable yield is determined solely to calculate the amounts you will be taxed on prior to maturity and
is neither a prediction nor a guarantee of what the actual yield will be. Any gain you may recognize on the sale or maturity of the notes
will be ordinary income. Any loss you may recognize upon the sale of the notes will generally be ordinary loss to the extent of the interest
you included as income in the current or previous taxable years in respect of the notes and thereafter will be capital loss. |
Please read carefully
the section entitled "U.S. Federal Tax Information" in this pricing supplement, 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, the
Maximum Return of 9.00%, the Maximum Redemption Amount of $1,090.00, and 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 Reference
Asset. You may lose some or all of the principal amount at maturity.
Hypothetical Final Level |
Hypothetical Final Level
Expressed as a Percentage of the
Initial Level |
Hypothetical Payment at
Maturity |
Hypothetical Return on the Notes |
200.00 |
200.00% |
$1,090.00 |
9.00% |
180.00 |
180.00% |
$1,090.00 |
9.00% |
160.00 |
160.00% |
$1,090.00 |
9.00% |
140.00 |
140.00% |
$1,090.00 |
9.00% |
120.00 |
120.00% |
$1,090.00 |
9.00% |
109.00 |
109.00% |
$1,090.00 |
9.00% |
105.00 |
105.00% |
$1,050.00 |
5.00% |
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% |
85.00 |
85.00% |
$1,000.00 |
0.00% |
80.00 |
80.00% |
$1,000.00 |
0.00% |
75.00 |
75.00% |
$1,000.00 |
0.00% |
0.00 |
0.00% |
$1,000.00 |
0.00% |
The following examples illustrate how the returns set forth in
the table above are calculated.
Example 1: The level of the Reference Asset decreases from the hypothetical Initial
Level of 100.00 to a hypothetical Final Level of 95.00, representing a Percentage Change of –5%. Because the Percentage Change
of the Reference Asset is negative, the investor receives a payment at maturity of $1,000.00 per $1,000 in principal amount of the notes.
Example 2: The level of the of the Reference Asset increases from the hypothetical
Initial Level of 100.00 to a hypothetical Final Level of 105.00, representing a Percentage Change of 5.00%. Because the hypothetical
Final Level of the Reference Asset is greater than its hypothetical Initial Level and the Percentage Change multiplied by the Upside Leverage
Factor does not exceed the Maximum Return, the investor receives a payment at maturity of $1,050.00 per $1,000 in principal amount of
the notes, calculated as follows:
$1,000 + $1,000 x (5.00% x 100.00%) = $1,050.00
Example 3: The level of the Reference Asset 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 Reference Asset is greater than its hypothetical Initial Level, and the Percentage Change multiplied by the Upside Leverage
Factor exceeds the Maximum Return, the investor receives a payment at maturity of $1,090.00 per $1,000 in principal amount of the notes
(the Maximum Redemption Amount). The return on the notes in this example is less than the Percentage Change of the Reference Asset.
U.S. Federal Tax Information
We intend to treat the notes, and in the opinion of our counsel,
Mayer Brown LLP, the notes should be treated, as debt instruments subject to the special rules governing contingent payment debt instruments
for U.S. federal income tax purposes. 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 Indebtedness—Where the Term
of the Notes Exceeds One Year,” which applies to 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. We or one of our affiliates
may also pay a referral fee to certain dealers in connection with the distribution of the notes.
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 two business
days 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 two business days, unless the parties to any such trade expressly agree
otherwise. Accordingly, purchasers who wish to trade the notes more than two business days 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.
We reserve the right to withdraw, cancel or modify the offering
of the notes and to reject orders in whole or in part. You may cancel any order for the notes prior to its acceptance.
You should not construe the offering of the notes as a recommendation
of the merits of acquiring an investment linked to the Reference Asset 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 the final pricing supplement relating to the notes
in the initial sale of the notes. In addition, BMOCM or another of our affiliates may use the final 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, the final 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.
Additional Information Relating to the Estimated Initial Value of the Notes
Our estimated initial value of the notes on the date hereof ,
and that will be set forth on the cover page of the final pricing supplement relating to the notes, 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 will be determined based on the market conditions on the Pricing Date.
The Reference Asset
All disclosures contained in this pricing supplement regarding
the Reference Asset, 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 Reference Asset. The sponsor
is under no obligation to continue to publish, and may discontinue publication of, the Reference Asset. Neither we nor BMO Capital Markets
Corp. accepts any responsibility for the calculation, maintenance or publication of and Reference Asset or any successor. We encourage
you to review recent levels of the Reference Asset prior to making an investment decision with respect to the notes.
The S&P 500® Index
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.
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