SecProbe.io

March 3 , 201 5

Via E -mail
Thomas E. Flynn
Chief Financial  Officer
Bank of Montreal
100 King Street West
1 First Canadian Place
Toronto, Ontario, Canada M5 X 1A1

Re: Bank of Montreal
 Form 40-F for Fi scal Year Ended Octo ber 31, 201 4
Filed December 2, 2014
File No. 001-13354

Dear Mr. Flynn :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 40 -F for Fiscal Year Ended October 31, 2014

Exhibit 99.2

Management’s  Discussion and Analysis, page 26

BMO Wealth Management, page 51
Financial Review, page 52

1. We note from your disclosure on page 38 that investment management and custodial fees
increased 28 percent due to the growth of client assets and the acquisition of F&C.  We
also note that your assets under management (AUM) and assets under administration
(AUA) have significantly increased from the p rior year. Please address the following:
 Clarify in your disclosure, if true, that your investment management  fees are based on
your AUM  and your custodial  fees are based on your AUA .

Thomas E. Flynn
Bank of Montreal
March 3 , 201 5
Page 2

  Explain to us how each of these  fees is calculated.  In your respons e, tell us if you
record these fees based on average or ending balances.
 If your fees are based upon average AUM or average AUA, present the average
balances, as appropriate .
 Expand your accounting policy note for fee income on page 129 by disclosing your
basis for calculating and recognizing each of these revenues.
 Revise future filings to clarify the amount of revenue earned from investment
management services and the amoun t earned from custodial services.  Separately
discuss in your MD&A the drivers of change for each.
 Provide a roll -forward of your AUM by investment strategy (i.e. equities, fixed
income, cash , et al ) that separately presents gross client inflows, gross cl ient outflows,
inflows from acquisitions, market appreciation/(depreciation), and foreign currency
translation adjustments.
 Provide your ending AUA balances by financial instrument mix (e.g. equities, fixed
income, cash , et al ) and geographic mix (e.g. Ca nada, United States, et al).

Capital Management Activities, page 68

2.   We note your disclosure on page 68 that your non -viability contingent capital notes
(Non -cumulative 5 -Year Rate Reset Class B Preferred Shares Series 27, Series 29 and
Series 31, and Series H Medium -Term Notes, Tranche 1) would be converted into BMO
common shares pursuant to an automatic conversion formula with the conversion price
based on the greater of:  (1) a floor price of $5.00, and (2) the current market price of
your common  shares at the time of the trigger event.  Please respond to the following:
 Explain to us in more detail why the Series H Medium -Term Notes, Tranche 1 are
classified as liabilities in your consolidated financial statements while the Non -
cumulative 5 -Year R ate Reset Class B Preferred Shares are classified as equity.
 Tell us why you have described the conversion feature as being convertible into a
“variable number of common shares” in both Note 17 and Note 20, but based on the
terms on page 68, the notes appe ar to be potentially convertible into a fixed number
of shares depending on the share price at the time of the trigger event.
 Tell us whether you view the floor price conversion ter m to be genuine and
substantive under the provisions of IAS 32.

Market Ris k, page 91

Foreign Exchange Risk, page 95

3.  We note from your transaction risk disclosure that a one cent increase (decrease) in the
Canadian/U.S. dollar exchange rate would increase (decrease) adjusted pre -tax income by
$10 million in the absence of h edging transactions.  We also note from your disclosure on
page 43 that adjusted income in the United States and other countries represents a
significant portion of your total adjusted income.  Please respond to the following:

Thomas E. Flynn
Bank of Montreal
March 3 , 201 5
Page 3

  Revise your future filings to  clearly explain the model (and related parameters) you
use to estimate this hypothetical impact on a pre -tax net income.
 We note that you use hedging positions to partially offset the impact of exchange rate
fluctuations.  Tell us if these hedging positio ns are reported within note 10 (derivative
instruments) as trading or hedging derivatives or some combination thereof.
 Consider revising your future filings to disclose the impact of derivative positions on
this estimate.

Exhibit 99.3

Note 6 – Risk Management, page 140

4.   We note that you have provided your credit quality disclosures on an adjusted exposure
default basis, as opposed to carrying value, and thus the amounts in the disclosures do not
reconcile to your loan disclosures in Note 4.  Ple ase consider disclosing your loan
portfolio credit quality disclosures by carrying value rather, or in addition to, adjusted
exposure at default to fulfill the disclosure obligations of paragraph 36(c) of IFRS 7.

Note 24 – Employee Compensation – Pension and Other Employee Future Benefits, page 166

5.  We note from your disclosure of the fair value of plan assets on page 170 that $6,529
million in plan assets are attributable to Canadian and U.S. plans.  We also note from
your disclosure on page 169 that you have total plan assets of $7,649 million.  Please
reconcile these amounts for us and revise your future filings as appropriate to explain the
nature and cause of the difference between these two plan asset amounts.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act o f
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In resp onding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comment s do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United Sta tes.

Thomas E. Flynn
Bank of Montreal
March 3 , 201 5
Page 4

 You may contact Jim Dunn , Staff Accountant,  at (202) 551 -3724 or me at (202) 551 -
3512 if you have questions.

Sincerely,

        /s/ Stephanie J. Ciboroski

Stephanie J. Ciboroski
Senior Ass istant  Chief Accountant