INFORMATION STATEMENT DATED MAY 24, 2011 BANK OF MONTREAL AGRICULTURE INFLATION COMMODITY DEPOSIT, SERIES 8

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1 INFORMATION STATEMENT DATED MAY 24, 2011 This Information Statement has been prepared solely for assisting prospective purchasers in making an investment decision with respect to the Deposit Notes. This Information Statement constitutes an offering of these Deposit Notes only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell the Deposit Notes. No securities commission or similar authority in Canada has in any way passed upon the merits of the Deposit Notes offered hereunder and any representation to the contrary is an offence. The Deposit Notes offered under this Information Statement have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any State securities laws and may not be offered for sale or sold in the United States or to United States persons. BANK OF MONTREAL AGRICULTURE INFLATION COMMODITY DEPOSIT, SERIES 8 PRICE: $100 PER DEPOSIT NOTE MINIMUM SUBSCRIPTION: $2,000 (20 DEPOSIT NOTES) The Bank of Montreal Agriculture Inflation Commodity Deposit, Series 8 (the Deposit Notes ) issued by Bank of Montreal are a principal protected product that will mature on June 29, 2017 ( Maturity ). The closing of this offering is scheduled to occur on or about June 29, 2011 (the Closing Date ). At Maturity, a holder will receive the deposit amount of $100 (the Deposit Amount ) in respect of each of the holder s Deposit Notes plus a variable return, if any, that will be determined based on the performance of an equally-weighted notional portfolio (the Reference Portfolio ) of the following five exchange-traded commodity futures contracts (the Commodity Contracts and each a Commodity Contract ): Commodity Contract Component Weight Coffee 1/5 Corn 1/5 Cotton 1/5 Soybeans 1/5 Sugar 1/5 The variable return for each Deposit Note at Maturity, if any, will equal $100 multiplied by the positive sum, if any, of the weighted percentage changes (positive and negative) in the closing levels of each of the Commodity Contracts in the Reference Portfolio measured from the Closing Date to and including June 23, 2017 (the Final Valuation Date ). The weighted percentage change in each Commodity Contract is subject to a cap of 20% (the Capped Return ), which would result in a maximum variable return equal to 100% of the Deposit Amount (equivalent to an approximately 12.25% compound annual return). See Note Program - Variable Return. No variable return will be payable to a holder at Maturity unless the sum of the weighted percentage changes of each Commodity Contract in the Reference Portfolio on the Final Valuation Date (subject to the Capped Return) is greater than zero. The variable return will not be less than zero. Subject to certain exceptions, no payment will be made prior to Maturity. See Special Circumstances. BMO Nesbitt Burns Inc. is the selling agent (the Selling Agent ) and is a wholly-owned subsidiary of BMO Nesbitt Burns Corporation Limited which, in turn, is an indirect majority-owned subsidiary of Bank of Montreal. Consequently, Bank of Montreal is a related issuer of the Selling Agent under applicable securities legislation. See Plan of Distribution. Bank of Montreal has taken reasonable care to ensure that the facts in this Information Statement with respect to the description of the Deposit Notes are true and accurate in all material respects. All information in this Information Statement relating to the Commodity Contracts has been obtained from publicly available sources. As such, none of Bank of Montreal, the Selling Agent, the Manager or the Calculation Agent assumes any responsibility for the accuracy, JHN 936

2 reliability or completeness of such information. Bank of Montreal makes no assurances, representations or warranties with respect to the accuracy, reliability or completeness of information obtained from such publicly available sources. Furthermore, Bank of Montreal makes no recommendation concerning the Commodity Contracts, the commodities underlying the Commodity Contracts, futures contracts or commodities as an asset class, or the suitability of investing in futures contracts or commodities generally or the Deposit Notes in particular. In connection with the issue and sale of Deposit Notes by Bank of Montreal, no person is authorized to give any information or to make any representation not contained in this Information Statement and Bank of Montreal does not accept any responsibility for any information not contained herein. JHN 929 2

3 TABLE OF CONTENTS SUMMARY OF THE OFFERING... 4 DEFINITIONS NOTE PROGRAM MATURITY PAYMENT VARIABLE RETURN VARIABLE RETURN EXAMPLES SECONDARY MARKET SPECIAL CIRCUMSTANCES DETERMINATIONS OF THE CALCULATION AGENT AND MANAGER ADJUSTMENTS TO THE COMMODITY CONTRACTS AND CLOSING LEVELS MARKET DISRUPTION EVENT EXTRAORDINARY EVENT FUNDSERV GENERAL INFORMATION DEPOSIT NOTES HELD THROUGH THE CUSTODIAN. 18 PURCHASE OF FUNDSERV NOTES SALE OF FUNDSERV NOTES SUITABILITY AND APPROPRIATENESS FOR INVESTMENT DESCRIPTION OF THE DEPOSIT NOTES OFFERING MATURITY PAYMENT VARIABLE RETURN RANK SETTLEMENT OF PAYMENTS BOOK-ENTRY SYSTEM GLOBAL NOTE CUSTODIAN DEFINITIVE DEPOSIT NOTES NOTICES TO HOLDERS AMENDMENTS TO THE GLOBAL NOTE INVESTOR S RIGHT TO CANCEL THE AGREEMENT TO PURCHASE A DEPOSIT NOTE DATE OF AGREEMENT TO PURCHASE A DEPOSIT NOTE THE REFERENCE PORTFOLIO THE PRINCIPAL EXCHANGES OF THE COMMODITY CONTRACTS THE COMMODITY CONTRACTS FEES AND EXPENSES OF THE OFFERING RISK FACTORS SUITABILITY OF DEPOSIT NOTES FOR INVESTMENT 27 NON-CONVENTIONAL DEPOSIT NOTES VARIABLE RETURN MAY NOT BE PAYABLE VARIABLE RETURN MAY BE LIMITED RISK FACTORS RELATING TO THE COMMODITY CONTRACTS AND THEIR UNDERLYING COMMODITIES SECONDARY TRADING OF DEPOSIT NOTES LEGISLATIVE, REGULATORY AND ADMINISTRATIVE CHANGES CONFLICTS OF INTEREST CREDIT RATING CREDIT RISK NO DEPOSIT INSURANCE CANADIAN INVESTOR PROTECTION FUND SPECIAL CIRCUMSTANCES NO INDEPENDENT CALCULATION NO OWNERSHIP OF THE COMMODITY CONTRACTS OR THEIR UNDERLYING COMMODITIES CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS VARIABLE RETURN DISPOSITION OF DEPOSIT NOTES ELIGIBILITY FOR INVESTMENT BY REGISTERED PLANS PLAN OF DISTRIBUTION BMO (M-bar roundel symbol), BMO and BMO Capital Markets are registered trade-marks of Bank of Montreal. Nesbitt Burns is a registered trade-mark of BMO Nesbitt Burns Corporation Limited used under license. 3

4 SUMMARY OF THE OFFERING This is a summary of the offering of Deposit Notes under this Information Statement. Please note that this summary is not intended to be a detailed description of the offering and may not contain all the information that you may need to make a decision as to whether to purchase any Deposit Notes. For more detailed and complete information, please refer to the body of this Information Statement. In this summary, $ refers to Canadian dollars, unless otherwise specified, we, us and our each refer to Bank of Montreal and BMO Capital Markets refers to a company owned by us called BMO Nesbitt Burns Inc. and any of its affiliates. Issuer: We will issue the Bank of Montreal Agriculture Inflation Commodity Deposit, Series 8 (the Deposit Notes ). Subscription Price: The price for each Deposit Note is $100 (the Deposit Amount ). Minimum Subscription: You must invest a minimum of $2,000 (20 Deposit Notes). Issue Size: The maximum issue size is $10,000,000. We may change the maximum issue size of the offering at our discretion. Closing Date: The Deposit Notes will be issued on or about June 29, 2011 (the Closing Date ). Maturity Date: The Deposit Notes will mature on June 29, The term of the Deposit Notes is approximately 6 years. Offering: This offering has been developed to provide you with payment at maturity of (i) the Deposit Amount, and (ii) an amount of variable return, if any, based on the performance of the Commodity Contracts as defined below under The Reference Portfolio as set out below under Payment at Maturity. See Note Program. Payment at Maturity: Subject to the occurrence of certain special circumstances, for each Deposit Note you hold at maturity, you will receive (i) the Deposit Amount, and (ii) a variable return, if any, based on the performance of the Commodity Contracts. More specifically, you will receive a variable return for each Deposit Note you hold at maturity equal to the Deposit Amount multiplied by the positive sum, if any, of the weighted percentage changes (positive and negative) of the closing levels of each of the Commodity Contracts measured from the Closing Date to and including June 23, 2017 (the Final Valuation Date ). The weighted percentage change in each Commodity Contract is subject to a cap of 20% (the Capped Return ), which would result in a maximum variable return equal to 100% of the Deposit Amount, equivalent to an approximately 12.25% compound annual return. No variable return will be paid to you at maturity unless the sum of the weighted percentage changes of each Commodity Contract in the Reference Portfolio on the Final Valuation Date (subject to the Capped Return) is greater than zero. See Note Program Variable Return. As there is no limit on the negative performance for any Commodity Contract, weak performance in one Commodity Contract may offset positive performance in other Commodity Contracts resulting in the possibility of no variable return being paid. For the purposes of the foregoing calculations, the weighted percentage change of a Commodity Contract is equal to the actual percentage change in the closing level of the Commodity Contract multiplied by the component weight set out beside the name of the Commodity Contract under The Reference Portfolio below. The variable return will not be less than zero. Subject to certain exceptions, no payment will be made prior to maturity. See Special Circumstances. The Reference Portfolio: You cannot elect to receive any payments prior to maturity. No interest or distributions will be paid during the term of the Deposit Notes. The performance of each Commodity Contract in the Reference Portfolio will determine the amount of variable return, if any, you will receive at maturity. The Commodity Contracts comprising the Reference Portfolio may change in certain circumstances. See Special Circumstances. The Reference Portfolio will consist of the following five equally-weighted exchange-traded commodity futures contracts (the Commodity Contracts and each a Commodity Contract ): 4

5 Fees and Expenses of the Offering: Secondary Market: Commodity Contract Component Weight Coffee 1/5 Corn 1/5 Cotton 1/5 Soybeans 1/5 Sugar 1/5 You will not have, and the Deposit Notes do not represent, any direct or indirect ownership of or entitlement to the Commodity Contracts or the commodities underlying such futures contracts. As such, you will not have the rights and benefits of an investor who directly invests in the Commodity Contracts or the futures contracts comprising the Commodity Contracts or the commodities underlying such futures contracts. References to the Commodity Contracts or the Reference Portfolio are to a notional, rather than actual, group of future contracts and commodities or portfolio. There is no requirement for Bank of Montreal or any of its affiliates to hold any actual interest in the Commodity Contracts, in the future contracts comprising the Commodity Contracts or in the commodities underlying such futures contracts. Expenses of this offering of $3.50 (3.50%) per Deposit Note will be paid out of the proceeds of this offering to BMO Nesbitt Burns Inc. for its services as selling agent. The selling agent will pay all or a portion of this amount to qualified selling members for selling the Deposit Notes. No annual fees will be charged to the Reference Portfolio. See Fees and Expenses of the Offering. The Deposit Notes will not be listed on any stock exchange. Moreover, we do not have the right to redeem the Deposit Notes prior to maturity and you do not have the right to require us to redeem (that is, buy or repay) the Deposit Notes prior to maturity. However, BMO Capital Markets will use reasonable efforts, subject to normal market conditions, to arrange for a secondary market for the sale of Deposit Notes using the FundSERV network. This secondary market is available only for Deposit Notes purchased using the FundSERV network and is the only way that you can sell your Deposit Notes prior to maturity. The price that BMO Capital Markets will pay to a holder for a Deposit Note prior to maturity will be determined by BMO Capital Markets, acting in its sole discretion, and will be based on factors described under Secondary Market. The relationship among these factors is complex and may also be influenced by various political, economic and other factors that can affect the secondary market price of a Deposit Note. In particular, you should realize that any trading price for the Deposit Notes (a) may have a non-linear sensitivity to the increases and decreases in the closing levels of the Commodity Contracts (i.e., the trading price of a Deposit Note will increase and decrease at a different rate compared to the percentage increases and decreases in the closing levels of the Commodity Contracts); and (b) may be substantially affected by changes in interest rates independent of the performance of the Commodity Contracts. If you sell your Deposit Notes prior to maturity, you may receive less than the Deposit Amount even if the performance of the Commodity Contracts has been positive, and as a result, you may suffer losses. If you sell a Deposit Note within the first 360 days from the closing of this offering, the proceeds from the sale of the Deposit Note will be reduced by an early trading charge that will be equal to the applicable percentage of the Deposit Amount, as set out in the table below. See Secondary Market. If Sold Within Early Trading Charge 0-60 days 4.50% days 3.75% days 3.00% days 2.25% days 1.50% days 0.75% Thereafter Nil BMO Capital Markets is under no obligation to facilitate or arrange for a secondary market, 5

6 and such secondary market, if commenced, may be suspended at any time at the sole discretion of BMO Capital Markets, without notice to you. If there is no secondary market, you will not be able to sell your Deposit Notes. The Deposit Notes are intended to be instruments held to maturity with their principal being payable on the maturity date. You should consult your financial advisor on whether it would be more favourable in the circumstances at any time to sell the Deposit Notes on the secondary market, if available, or hold the Deposit Notes until maturity. You should also consult your tax advisor as to the income tax consequences arising from a sale of the Deposit Notes prior to maturity as compared to holding the Deposit Notes until maturity. See FundSERV and Secondary Market. Suitability and Appropriateness for Investment: The Deposit Notes may be a suitable and appropriate investment for investors who are prepared to: invest for the mid to long-term; receive the Deposit Amount only at maturity; receive a return at maturity that (i) is not based wholly on a fixed, floating or other specified interest rate but on the performance of the Commodity Contracts in the Reference Portfolio, (ii) cannot exceed 100% of the Deposit Amount, (iii) is uncertain until maturity, and (iv) may be zero; and accept the risks described in this Information Statement, including the risks associated with the performance of the Reference Portfolio. You should make a decision to invest in the Deposit Notes after carefully considering, with your advisors, the suitability of this investment in light of your investment objectives and the information in this Information Statement. See Suitability and Appropriateness for Investment. Risk Factors: These Deposit Notes may not be suitable for all investors and in deciding whether to invest in Deposit Notes you should take into account various risks associated with such an investment. The following is a summary list of these risks in addition to those described beside Suitability and Appropriateness for Investment above and Consequences of Special Circumstances below. For a complete description of these risks, please see Risk Factors in this Information Statement. Non-Conventional Deposit Notes The Deposit Notes are not conventional notes or debt securities in that they do not provide you with a return or income stream prior to maturity, or a return at maturity, that is calculated wholly by reference to a fixed or floating rate of interest that can be determined before the Final Valuation Date. The return on the Deposit Notes, unlike that on many deposit liabilities of Canadian chartered banks, is uncertain and the Deposit Notes could provide no return. Variable Return May Not Be Payable It is possible that you may not receive a variable return on your Deposit Notes. Whether you receive a variable return, and if so, how much of a variable return, will depend on the performance of the Commodity Contracts in the Reference Portfolio as described under Payment at Maturity, above. Variable Return May Be Limited Although the determination of the variable return is a function of the performance of the Commodity Contracts in the Reference Portfolio, the amount of variable return, if any, paid to you on maturity may not mirror the performance of the Commodity Contracts since the weighted percentage change in each Commodity Contracts will be subject to a maximum of 20% of the Deposit Amount. Accordingly, the variable return per Deposit Note, if any, cannot exceed 100% of the Deposit Amount (equivalent to an approximately 12.25% annual compounded rate of return). 6

7 Risk Factors Relating to the Commodity Contracts and Their Underlying Commodities Certain risk factors applicable to investors who invest directly in the futures contracts or their underlying commodities represented in the Commodity Contracts are also applicable to an investment in the Deposit Notes. These risk factors include: (i) trading in physical commodities or in futures contracts on physical commodities is speculative and can be extremely volatile; (ii) futures markets occasionally experience disruptions in trading; (iii) the Commodity Contracts may in the future include over-the-counter contracts traded on trading facilities that are subject to less regulation than regulated futures exchanges or no substantive regulation; (iv) changes in the policies of the principal exchanges may adversely affect the trading value of the Deposit Notes; and (v) an investment in the Deposit Notes is subject to risks associated with investments in each of the underlying commodities comprising the Commodity Contracts. For a more complete description of these risk factors, see Risk Factors. This is not a complete description of the risks applicable to the Commodity Contracts or futures contracts and their underlying commodities represented in the Commodity Contracts. For a general description of the Commodity Contracts and futures contracts, you should refer to the following websites: in respect of Coffee, Cotton and Sugar and in respect of Corn and Soybeans. These internet addresses are included in this Information Statement as inactive textual references only. Secondary Trading of Deposit Notes There is currently no market through which the Deposit Notes may be sold and it is possible that no such market will be arranged. Sale of a Deposit Note prior to maturity may result in a loss even if the performance of the Commodity Contracts has been positive. Legislative, Regulatory and Administrative Changes Changes in laws, regulations or administrative practices, including with respect to taxation, could have an impact on you. Various national governments have expressed concern regarding the disruptive effects of speculative trading in the commodity markets and the need to regulate the derivative markets in general. In the United States in particular, the regulation of commodity transactions is subject to ongoing modification by governmental and judicial action. On July 21, 2010, the Wall Street Transparency and Accountability Act of 2010 which is Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act was enacted. This legislation provides for significant direct regulation of, among others, over-the-counter ( OTC ) derivatives markets, OTC derivatives dealers and major non-dealer participants. Such actions could cause unexpected volatility and instability in commodity markets, with a substantial and adverse effect on the performance of the Commodity Contracts and, consequently, the value of the Deposit Notes. Conflicts of Interest In the course of normal business operations, we and BMO Capital Markets may hold interests linked to the Commodity Contracts or their underlying commodities or enter into other business dealings involving the Commodity Contracts or their underlying commodities. In addition, BMO Capital Markets, which has undertaken to use reasonable efforts to provide a secondary market, is an affiliate of Bank of Montreal. If we or BMO Capital Markets take any such actions, we and BMO Capital Markets will not necessarily take into account the effect, if any, that such actions could have on the Deposit Notes or the variable return that may be payable on the Deposit Notes. Credit Rating There is no assurance that the Deposit Notes, if rated, would receive the same rating as our other deposit liabilities. Credit Risk The likelihood that you will receive all the payments owing to you under the Deposit Notes will depend on our financial health and creditworthiness. 7

8 No Deposit Insurance Unlike conventional bank deposits, the Deposit Notes are not insured under the Canada Deposit Insurance Corporation Act or any other deposit insurance regime designed to ensure that depositors receive payment of all or a portion of their deposits if the deposit taking financial institution becomes insolvent. Canadian Investor Protection Fund There is no assurance that your investment in the Deposit Notes will be eligible for protection under the Canadian Investor Protection Fund. No Independent Calculation We will not retain an independent person to make or confirm the determinations and calculations made for the Deposit Notes. No Ownership of the Commodity Contracts or their Underlying Commodities You will have no rights of ownership in any Commodity Contract or any of its underlying commodities or other constituent instruments or securities commodities. Consequences of Special Circumstances: Amendments: Investor s Right to Cancel: Date of Agreement: Eligibility for Investment: In certain circumstances, BMO Capital Markets may, as it determines appropriate, (i) make determinations, estimates and/or adjustments in respect of levels or values of the Commodity Contracts as at applicable valuation dates or any other component or variable relevant to determining the variable return, (ii) defer the timing of the calculations of levels or values of the Commodity Contracts and the variable return and payment of the variable return, if any, or (iii) on the occurrence of an extraordinary event, instead of paying the variable return, if any, at maturity, pay the estimated present value, on the occurrence of the extraordinary event, of the variable return, if any, that would have been payable at maturity if the extraordinary event had not occurred. See Special Circumstances for a discussion of these circumstances. We may amend the terms of the Deposit Notes after they have been issued without your consent if we and BMO Capital Markets agree that the amendment would not materially and adversely affect your interests. In all other cases, amendments must be approved by the votes of holders representing at least two-thirds of the outstanding aggregate Deposit Amounts of the Deposit Notes represented at a meeting held to consider the amendment. See Description of the Deposit Notes Amendments to the Global Note. You may cancel an order to purchase a Deposit Note (or cancel its purchase if the Deposit Note has been issued) by providing instructions to us through your financial advisor any time up to 48 hours after the later of (i) the day on which the agreement to purchase the Deposit Note is entered into, and (ii) deemed receipt of this Information Statement. See Description of the Deposit Notes Investor s Right to Cancel the Agreement to Purchase a Deposit Note. If you place an order to purchase a Deposit Note in person or electronically, the agreement to purchase the Deposit Note will be deemed to have been entered into on the third day after the later of (i) the day your purchase order is received, and (ii) five business days after the postmark date, if this Information Statement is provided to you by mail, or the date this Information Statement is actually received by you, if it is provided other than by mail. If an order to purchase a Deposit Note is received by telephone, the agreement to purchase the Deposit Note will be deemed to have been entered into at the time your purchase order is received. Unless Canadian law changes, you will be able to hold your Deposit Notes in a trust governed by a registered retirement savings plan, registered retirement income fund, registered education savings plan, registered disability savings plan, tax-free savings account or deferred profit sharing plan (other than a trust governed by a deferred profit sharing plan to which contributions are made by us or by an employer with which we do not deal at arm s length within the meaning of the Income Tax Act (Canada)). 8

9 Certain Canadian Federal Income Tax Considerations: Rank: CDIC: This income tax summary is subject to the limitations and qualifications set out under Certain Canadian Federal Income Tax Considerations in the body of this Information Statement. In the opinion of Torys LLP, counsel to Bank of Montreal, if you hold Deposit Notes at maturity, you will be required to include in your income the amount, if any, by which the payment at maturity exceeds the Deposit Amount. Generally, you should not have to report any amount in your tax return in respect of the variable return, if any, for any taxation year ending before the year in which the Deposit Notes mature; provided that if there has been an extraordinary event, you may have to report the accrued variable return, if any, prior to maturity. However, counsel understands that the Canada Revenue Agency is currently reviewing its administrative practice in relation to the relevance of a secondary market for prescribed debt obligations such as the Deposit Notes in determining whether there is a deemed accrual of interest on such debt obligations. Bank of Montreal will file an information return with the Canada Revenue Agency in respect of any interest or deemed interest to be included in your income and will provide you with a copy of such information return. Provided an extraordinary event has not occurred and while the matter is not free from doubt, a disposition of a Deposit Note by you (other than on or following the Final Valuation Date) should give rise to a capital gain (or capital loss) to you to the extent your proceeds of disposition exceed (or are less than) the aggregate of your adjusted cost base of the Deposit Note and any reasonable costs of disposition. You should consult your own tax advisor with respect to your particular circumstances if you plan to sell a Deposit Note prior to maturity. See Certain Canadian Federal Income Tax Considerations. The Deposit Notes will rank equally with all of our other deposit liabilities. See Description of the Deposit Notes Rank. The Deposit Notes will not constitute deposits that are insured under the Canada Deposit Insurance Corporation Act or any other deposit insurance regime designed to ensure the payment of all or a portion of a deposit upon the insolvency of the deposit taking financial institution. You may request information about the Deposit Notes or another copy of this Information Statement by calling BMO Capital Markets at to speak to someone in English and to speak to someone in French. A copy of this Information Statement is also posted at During the term of the Deposit Notes, you may inquire as to the net asset value of the Deposit Notes and the formula for determining the variable return under the Deposit Notes by contacting BMO Capital Markets at the above numbers. 9

10 DEFINITIONS In this Information Statement, unless the context otherwise requires: BMO Capital Markets means, collectively, BMO Nesbitt Burns Inc. and any of its affiliates; Book-Entry System means the record entry securities transfer and pledge system established and governed by one or more agreements between CDS and CDS Participants pursuant to which the operating rules and procedures for such system are established and administered by CDS, including in relation to CDS; Business Day means any day (other than a Saturday or a Sunday or a statutory holiday) on which commercial banks are open for business in Toronto, Ontario; Calculation Agent means BMO Capital Markets or a third party appointed by BMO Capital Markets to act as calculation agent for the Note Program; Capped Return means, in respect of each Commodity Contract, 20%; CBOT means the Chicago Board of Trade; CDS means CDS Clearing and Depository Services Inc. or its nominee; CDS Participant means a broker, dealer, bank or other financial institution or other person for whom CDS effects book-entry transfers and pledges of Deposit Notes under the Book-Entry System; Closing Date means on or about June 29, 2011; Closing Level means, (i) in respect of Coffee, the settlement price per pound of deliverable grade washed arabica coffee on the ICE Futures US of the first nearby futures contract, stated in U.S. cents, as made public by the ICE Futures US and displayed on Bloomberg Page KC1 <COMDTY> CT on that Valuation Date; provided that for a Valuation Date falling on a date which is the notice date of the first nearby futures contract the relevant futures contract will be the second nearby futures contract; (ii) in respect of Corn, is the settlement price per bushel of deliverable grade corn on the CBOT of the first nearby futures contract, stated in U.S. cents, as made public by the CBOT and displayed on Bloomberg Page C 1 <COMDTY> CT on that Valuation Date; provided that for a Valuation Date falling on a date which is the notice date of the first nearby futures contract the relevant futures contract will be the second nearby futures contract; (iii) in respect of Cotton, the settlement price per pound of deliverable grade cotton No. 2 on the ICE Futures US of the first nearby futures contract, stated in U.S. cents, as made public by the ICE Futures US and displayed on Bloomberg Page CT1 <COMDTY> CT on that Valuation Date; provided that for a Valuation Date falling on a date which is the notice date of the first nearby futures contract the relevant futures contract will be the second nearby futures contract; (iv) in respect of Soybeans, the settlement price per bushel of deliverable grade soybeans on the CBOT of the first nearby futures contract, stated in U.S. cents, as made public by the CBOT and displayed on Bloomberg Page S 1 <COMDTY> CT on that Valuation Date; provided that for a Valuation Date falling on a date which is the notice date of the first nearby futures contract the relevant futures contract will be the second nearby futures contract; (v) in respect of Sugar, the settlement price per pound of deliverable grade cane sugar on the ICE Futures US of the first nearby futures contract, stated in U.S. cents, as made public by the ICE Futures US and displayed on Bloomberg Page SB1 <COMDTY> CT on that Valuation Date; provided that for a Valuation Date falling on a date which is the notice date of the first nearby futures contract the relevant futures contract will be the second nearby futures contract, provided that, if on or after the Closing Date the time of day at which the official closing level or value is determined is materially changed or the official closing level or value is no longer announced, the Calculation Agent may thereafter deem the Closing Level of the Commodity Contract to be the level or value of the Commodity Contract as of the time of day used to determine the official closing level or value prior to such change or failure to announce; CME means the Chicago Mercantile Exchange; Coffee means the relevant coffee futures contract traded on ICE Futures US; Commodity Contracts means, collectively, Coffee, Corn, Cotton, Soybeans and Sugar, and each is a Commodity Contract, subject to the provisions set out under the heading Special Circumstances : 10

11 Commodity Contract Bloomberg Ticker % Component Symbol Weight Coffee KC1 <Comdty> 1/5 Corn C 1 <Comdty> 1/5 Cotton CT1 <Comdty> 1/5 Soybeans S 1<Comdty> 1/5 Sugar SB1 <Comdty> 1/5 Commodity Contract Adjustment has the meaning given to that term under Special Circumstances - Adjustments to the Commodity Contracts and Closing Levels ; Commodity Contract Change means, in respect of each Commodity Contract, the number (expressed as a percentage) calculated as follows: Final Value Initial Value Initial Value Commodity Contract Disclosure means the following websites: in respect of Coffee, Cotton and Sugar and in respect of Corn and Soybeans, which websites a Holder should refer to for more information about the Commodity Contracts which are included in this Information Statement as inactive textual references only; Commodity Contract Event has the meaning given to that term under Special Circumstances - Adjustments to the Commodity Contracts and Closing Levels ; Component Weight means, in respect of each Commodity Contract, one-fifth (1/5); Corn means the relevant corn futures contract traded on the CBOT; Cotton means the relevant cotton futures contract traded on the ICE Futures US; CRA means the Canada Revenue Agency; Custodian means Bank of Montreal or a person appointed by Bank of Montreal; DBRS means DBRS Limited; Deposit Amount means $100 per Deposit Note; Deposit Notes means the Bank of Montreal Agriculture Inflation Commodity Deposit, Series 8 issued by Bank of Montreal; Early Trading Charge means the early trading charge per Deposit Note, if any, described under Secondary Market ; Exchange means any exchange or trading system from which prices are derived for use in the calculation of the Closing Level from time to time, subject to certain special circumstances described under Special Circumstances ; Exchange Business Day means, in respect of a Commodity Contract, any Business Day which is also an Exchange Day for such Commodity Contract on which each Exchange and each Related Exchange in respect of such Commodity Contract are open for trading; Exchange Day means any day on which each Exchange and each Related Exchange in respect of a Commodity Contract are scheduled to be open for trading during their respective regular trading sessions; Extraordinary Event has the meaning given to that term under Special Circumstances Extraordinary Event ; Extraordinary Event Notification Date has the meaning given to that term under Special Circumstances Extraordinary Event ; Final Valuation Date means June 23, 2017 or, if such day is not an Exchange Business Day, the first following Exchange Business Day; Final Value means, in respect of a Commodity Contract, the Closing Level of that Commodity Contract on the Final Valuation Date, subject to the provisions set out under Special Circumstances ; FundSERV means FundSERV Inc.; Holder means a beneficial owner of a Deposit Note; ICE means the IntercontinentalExchange, which operates regulated exchanges, trading platforms and clearing houses serving global markets for agricultural, credit, currency, emissions, energy and equity index markets; 11

12 ICE Futures US means the futures exchange for soft commodities operated by ICE; Initial Value means, in respect of a Commodity Contract, the Closing Level of that Commodity Contract on the Closing Date, provided that, if the Closing Date is not an Exchange Business Day, then the Initial Value means the Closing Level on the first following Exchange Business Day, and subject further to the provisions set out under Special Circumstances ; Manager means BMO Capital Markets or a person appointed by BMO Capital Markets to act as manager of the Note Program; Market Disruption Event has the meaning given to that term under Special Circumstances - Market Disruption Event ; Maturity or Maturity Date means June 29, 2017; Moody s means Moody s Investors Service Inc.; Note Program means the Bank of Montreal Agriculture Inflation Commodity Deposit, Series 8 note program administered by BMO Capital Markets; Offering means the offering of the Deposit Notes to prospective investors under this Information Statement; Percentage Change means the amount, expressed as a percentage and rounded to two decimal places, equal to the sum of the Weighted Percentage Changes for all five Commodity Contracts in the Reference Portfolio, subject to a minimum of zero; Principal Exchange means, ICE Futures US in respect of Coffee, Cotton and Sugar, and the CBOT in respect of Corn and Soybeans; Reference Portfolio means the equally-weighted notional portfolio of the Commodity Contracts in which the Note Program has a notional investment; Related Exchange means any exchange or trading system on which futures or options relating to the Commodity Contracts are listed from time to time; S&P means Standard & Poor s Rating Services; Selling Agent means BMO Nesbitt Burns Inc.; Soybeans means the relevant soybean futures contract traded on the CBOT; Subscription Price means $100 per Deposit Note; Sugar means the relevant raw sugar futures contract traded on ICE Futures US; Valuation Date means any day on which the Initial Value or the Final Value is scheduled to be determined for calculating the Variable Return, or any other day on which the Closing Level is required to be determined, subject to the provisions set out under Special Circumstances ; Variable Return means, on a per Deposit Note basis, the Deposit Amount multiplied by the Percentage Change; Variable Return Early Payment Amount has the meaning given to that term under Special Circumstances Extraordinary Event ; Weighted Percentage Change means, in respect of each Commodity Contract, the number (expressed as a percentage) calculated as follows: Component Weight x Commodity Contract Change subject to a maximum equal to the Capped Return; and $ means Canadian dollars, unless otherwise specified. 12

13 NOTE PROGRAM The Note Program provides investors with an entitlement to payment per Deposit Note at Maturity of: (i) the Deposit Amount, and (ii) a Variable Return, if any, based on the performance of the Commodity Contracts in the Reference Portfolio. See Maturity Payment and Variable Return. Maturity Payment The Deposit Notes will mature on the Maturity Date. At Maturity, each Holder will be entitled to receive the Deposit Amount of $100 per Deposit Note, regardless of the performance of the Commodity Contracts. A Holder will also be entitled to receive the Variable Return, if any, at Maturity as discussed below. Variable Return The Variable Return, if any, payable on the Maturity Date will be based on the performance of the Commodity Contracts and will be determined by the Calculation Agent. The Variable Return, if any, will be payable in an amount per Deposit Note equal to the Deposit Amount multiplied by the Percentage Change (subject to the provisions set out in the Definitions and under Special Circumstances ), if the Percentage Change is greater than zero. As there is no limit on the negative performance for any Commodity Contract, weak performance in one Commodity Contract may offset positive performance in other Commodity Contracts resulting in the possibility of no Variable Return being paid. No Variable Return will be payable unless the Percentage Change is greater than zero. The amount of Variable Return, if any, will be payable on the Maturity Date unless the Final Valuation Date is postponed to a later date due to a Market Disruption Event or the Variable Return Early Payment Amount is determined and paid due to an Extraordinary Event as described under Special Circumstances. Variable Return Examples The following examples are included for illustration purposes only. The Closing Levels of the Commodity Contracts used to illustrate the calculation of the Variable Return are not estimates or forecasts of the Initial Values and Final Values of the Commodity Contracts on which the calculation of the Percentage Change, and in turn the Variable Return, will depend. The examples are based on hypothetical Closing Levels at each Valuation Date and are not intended as a forecast of Closing Levels or as a forecast of any Variable Return payable on the Deposit Notes. Each of the scenarios refers to a Holder who has purchased Deposit Notes with an aggregate amount of $100 and assumes that no Extraordinary Event or Market Disruption Event has occurred. Holders should be aware that the maximum Weighted Percentage Change for each Commodity Contract will be 20%. The Weighted Percentage Change for each Commodity Contract may be zero or negative. A negative Weighted Percentage Change for any Commodity Contract will offset positive Weighted Percentage Changes for other Commodity Contracts in the Reference Portfolio, potentially resulting in no Variable Return being payable. Example #1 - Calculation of the Variable Return where the Percentage Change is positive. In the first scenario, the Holder receives the Deposit Amount at Maturity and a Variable Return for each Deposit Note equal to the sum of the Weighted Percentage Changes for each Commodity Contract multiplied by the Deposit Amount. The Percentage Change would be calculated as follows: Commodity Contract Initial Value (US currency) Final Value (US currency) Commodity Contract Change Component Weight Weighted Percentage Change Coffee cents/pound cents/pound 12.00% 1/5 2.4% Corn cents/bushel 1, cents/bushel 75.00% 1/5 15.0% Cotton cents/pound cents/pound % 1/5 20.0% Soybeans 1, cents/bushel 1, cents/bushel % 1/5-3.0% Sugar cents/pound cents/pound 84.00% 1/5 16.8% Percentage Change 51.2% Percentage Change = 51.2% Variable Return = $100 x 51.2% = $

14 The Percentage Change of 51.2% is equivalent to an annual compounded return of approximately 7.13%. Note that in this example, although the Commodity Contract Change multiplied by the Component Weight exceeds 20% for one of the Commodity Contracts, the Weighted Percentage Change for such Commodity Contract is limited to 20%. Example #2 - Calculation of the Variable Return where the Percentage Change is not positive. In the second scenario, the sum of the Weighted Percentage Changes for each Commodity Contract is negative. As a result, no Variable Return is payable at Maturity and the Holder will receive only the Deposit Amount at Maturity. A negative Weighted Percentage Change for one or more Commodity Contracts can offset positive Weighted Percentage Changes for other Commodity Contracts potentially resulting in the Holder receiving no Variable Return at Maturity. Commodity Contract Initial Value (US currency) Final Value (US currency) Commodity Contract Changee Component Weight Weighted Percentage Change Coffee cents/pound cents/pound % 1/5-2.4% Corn cents/bushel cents/bushel 18.00% 1/5 3.6% Cotton cents/pound cents/pound 45.00% 1/5 9.0% Soybeans 1, cents/bushel 1, cents/bushel % 1/5-4.0% Sugar cents/pound cents/pound % 1/5-10.0% Percentage Change Percentage Change = zero (the minimum value) Variable Return = zero SECONDARY MARKET The Deposit Notes will not be listed on any stock exchange. Moreover, Bank of Montreal does not have a right to redeem the Deposit Notes prior to maturity and a Holder may not require Bank of Montreal to redeem the Deposit Notes prior to Maturity. However, Deposit Notes purchased using the FundSERV network may be redeemed using that network on a daily basis. Any such redemption would actually be a sale to BMO Capital Markets in the secondary market. BMO Capital Markets will use reasonable efforts, subject to normal market conditions, to arrange for a secondary market for the sale of Deposit Notes by Holders to BMO Capital Markets using the FundSERV network. In order to sell a Deposit Note in the secondary market, if available, a Holder must arrange through his or her financial advisor to give notice to BMO Capital Markets either in writing or electronically through FundSERV s investment fund transaction processing system. See FundSERV Sale of FundSERV Notes. However, BMO Capital Markets is under no obligation to facilitate or arrange for such a secondary market, and such secondary market, when commenced, may be suspended at any time at the sole discretion of BMO Capital Markets, without notice. Therefore, there can be no assurance that a secondary market will be available or that such market will be liquid or sustainable. See also FundSERV below for details in respect of secondary market trading where the Deposit Notes are held through dealers and other firms that are on the FundSERV network. The sale of a Deposit Note to BMO Capital Markets will be effected at a price equal to (i) the bid price for the Deposit Note, determined by BMO Capital Markets in its sole discretion, minus (ii) any applicable Early Trading Charge as set out below. The Deposit Notes are intended to be instruments held to Maturity with their principal being payable on the Maturity Date. As a result, sale of the Deposit Notes prior to the Maturity Date may result in a bid price that is less than the Deposit Amounts of the Deposit Notes. The bid price of a Deposit Note at any time will be determined by BMO Capital Markets, acting in its sole and absolute discretion, and will be dependent upon a number of factors, which may include, among other things: (i) the performance of the Commodity Contracts in the Reference Portfolio since the Closing Date; (ii) the fact that the Deposit Amount is payable on the Maturity Date regardless of the performance of the Commodity Contracts; and (iii) a number of other interrelated factors, including, without limitation, the correlation and volatility of the prices of the futures contracts comprising the Commodity Contracts or the commodities underlying such futures contracts, prevailing interest rates and the time remaining to the Maturity Date. The relationship among these factors is complex and may also be influenced by various political, economic and other factors that can affect the trading price of a Deposit Note. In particular, Holders should realize that any trading price for a Deposit Note: (a) may have a non-linear sensitivity to the increases and decreases in the Closing Levels of the Commodity Contracts (i.e., the trading price of a Deposit Note will increase and decrease at a different rate compared to the percentage increases and decreases in the Closing Levels of the Commodity Contracts); and (b) may be substantially affected by changes in interest rates independent of the performance of the Commodity Contracts. -3.8% 14

15 If a Holder sells a Deposit Note within the first 360 days from the Closing Date, the proceeds from the sale of the Deposit Note will be reduced by an Early Trading Charge that will be equal to the applicable percentage of the Deposit Amount, as set out in the following table: If Sold Within Early Trading Charge 0-60 days 4.50% days 3.75% days 3.00% days 2.25% days 1.50% days 0.75% Thereafter Nil A Holder should be aware that any valuation price for the Deposit Notes appearing in his or her periodic investment account statements, as well as any bid price quoted to the Holder to sell his or her Deposit Notes, within the first 360 days from the Closing Date, will be before the application of any applicable Early Trading Charge. A Holder wishing to sell a Deposit Note prior to Maturity should consult his or her financial advisor on whether a sale of the Deposit Note will be subject to an Early Trading Charge and, if so, the amount of the Early Trading Charge. If a Holder sells his or her Deposit Notes prior to Maturity, such Holder may receive less than the Deposit Amount even if the performance of the Commodity Contracts has been positive, and as a result, such Holder may suffer losses. A Holder will not be able to redeem or sell a Deposit Note prior to Maturity other than through the secondary market, if available. A Holder should consult his or her financial advisor on whether it would be more favourable in the circumstances at any time to sell the Deposit Notes in a secondary market, if available, or hold the Deposit Notes until the Maturity Date. A Holder should also consult his or her tax advisor as to the tax consequences arising from a sale of a Deposit Note prior to the Maturity Date as compared to holding the Deposit Note until the Maturity Date. See Certain Canadian Federal Income Tax Considerations. Bank of Montreal, BMO Capital Markets or any of their respective affiliates, associates or successors, may at any time, subject to applicable laws, purchase Deposit Notes at any price in the open market or by private agreement. SPECIAL CIRCUMSTANCES Determinations of the Calculation Agent and Manager All calculations and determinations in respect of the Deposit Notes made by the Calculation Agent or the Manager will, absent manifest error, be final and binding on Bank of Montreal and the Holders. The Calculation Agent will not be responsible for its errors or omissions if made in good faith, except in the case of its negligence or willful misconduct. Adjustments to the Commodity Contracts and Closing Levels In the event that (i) an official settlement price is not available for a Commodity Contract for whatever reason, including any discontinuance of trading in the relevant contract by the Exchange, or (ii) terms of any contract used for determining the Closing Level of any Commodity Contract are changed in a material respect by the Exchange upon which the Commodity Contract trades (each a Commodity Contract Event ), then the Calculation Agent may take such action, including adjustments to the Commodity Contract in the Reference Portfolio or to the method of determining the Closing Level of a Commodity Contract as it deems appropriate (a Commodity Contract Adjustment ). By way of example, and without limitation, if a particular Commodity Contract is discontinued by the Exchange on which it traded, the Calculation Agent may determine such Closing Level for that Commodity Contract by reference to another contract for the relevant commodity traded on another exchange or comparable over-the-counter market or to its bid for the commodity for delivery on the Final Valuation Date. Although the Bank is not aware of any planned modification of the terms of any Commodity Contract, no assurance can be given that such modifications will not occur prior to the stated Maturity Date. No Commodity Contract Adjustment will be made unless the Calculation Agent determines, in its sole and absolute discretion, that such Commodity Contract Adjustment is appropriate to maintain the validity of the Closing Level as an economic benchmark for the affected Commodity Contract. Such Commodity Contract Adjustments, if any, may be made by the Calculation Agent at any time, or from time to time, on or prior to the stated Maturity Date. No Commodity Contract Adjustment will be made other than in accordance with the above. Market Disruption Event If the Calculation Agent, acting in its sole and absolute discretion, determines that a Market Disruption Event in respect of a Commodity Contract has occurred and is continuing on any day that but for that event would be a Valuation Date for the Commodity Contract, then the applicable determinations will be calculated on the basis that such Valuation Date will be 15