UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.) ____)

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Definitive Proxy Statement

 

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BMO FUNDS, INC.

BMO FUNDS, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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BMO FUNDS, INC.

BMO Global Long/Short Equity Fund

111 East Kilbourn Avenue, Suite 200

Milwaukee, WI 53202

1-800-236-FUND

(1-800-236-3863)

www.bmofunds.com

March 24, 2017November 18, 2019

Dear Shareholder:

Seven investment portfolios (each,The BMO Global Long/Short Equity Fund (the “Fund”), a “Fund,” and collectively, the “Funds”)series of BMO Funds, Inc. (the “Corporation”), will hold a special meeting of Investor Class (“Class Y”) shareholders on Tuesday, May 23, 2017,Thursday, December 19, 2019 at 8:309:00 a.m. (Central Time) at the offices of the Corporation at 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202. The Funds are:

BMO Equity Funds

BMO Fixed Income Funds

BMO Large-Cap Value Fund

BMO Ultra Short Tax-Free Fund

BMO Mid-Cap Value Fund

BMO Short Tax-Free Fund

BMO Mid-Cap Growth Fund

BMO Short-Term Income Fund

BMO Small-Cap Growth Fund

If you were a Class Y shareholder of record of athe Fund as of the close of business on March 14, 2017, thenNovember 8, 2019, you are entitled to vote at this meeting. The shareholders of eachthe Fund are being asked to approve the liquidation and dissolution of the Fund.

As discussed in more detail in the enclosed Proxy Statement, BMO Asset Management Corp. (the “Adviser”), the investment adviser to the Fund, recommended the liquidation of the Fund to the Board of Directors of the Corporation (the “Board”). Based on this recommendation, on November 6, 2019, the Board voted to approve an amendment to the Corporation’s Articles of Incorporation, as amended, (the “Articles”), to redesignateliquidate and convert the Class Y shares of each Fund into Class A shares ofdissolve the Fund andpursuant to terminate the Class Y sharesa plan of the Funds (the “Proposal”).

As discussed in more detail in the enclosed Proxy Statement, the Board of Directors of the Corporation (the “Board”) considered and approved the amendment to the Articles to redesignate and convert the Class Y shares of each Fund into Class A shares of the Fund and to terminate the Class Y shares of the Funds,liquidation, subject to shareholder approval. BMO Asset Management Corp. (the “Adviser”) and theThe Board believehas concluded that the Proposalproposal is in the best interests of each Fund’s Class Y shareholders. The Boardthe Fund and unanimously recommends that you vote in favor of the Proposal.proposal.

The question and answer section that follows discusses the Proposal,this proposal and the Proxy Statement itself provides greater detailsdetail about the Proposal.proposal. Please review and consider the information in the Proxy Statementproposal carefully.

Whether or not you plan to attend the special meeting, please sign and return the enclosed proxy card in the postage prepaid envelope provided. You also may vote by toll-free telephone or by Internet according to the instructions noted on the enclosed proxy card.

If we do not hear from you by April 14, 2017, thenDecember 4, 2019, we may contact you. Thank you for investing in the FundsFund and for your continuing support.

Sincerely,

John M. Blaser, President

BMO Funds, Inc.


BMO FUNDS, INC.

BMO GLOBAL LONG/SHORT EQUITY FUND

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Seven investment portfolios (each,The BMO Global Long/Short Equity Fund (the “Fund”), a “Fund,” and collectively, the “Funds”)series of BMO Funds, Inc., a Wisconsin corporation (the “Corporation”), will hold a special meeting of Investor Class (“Class Y”) shareholders on Tuesday, May 23, 2017,Thursday, December 19, 2019 at 8:309:00 a.m. (Central Time) at the offices of the Corporation at 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202. The Funds are:

BMO Equity Funds

BMO Fixed Income Funds

BMO Large-Cap Value Fund

BMO Ultra Short Tax-Free Fund

BMO Mid-Cap Value Fund

BMO Short Tax-Free Fund

BMO Mid-Cap Growth Fund

BMO Short-Term Income Fund

BMO Small-Cap Growth Fund

The meeting is being held to consider and vote on the following proposal as well as any other business that may properly come before the meeting or any adjournments thereof. The proposal will be considered by Class Y shareholders of each Fund, voting separately.or postponements thereof:

Proposal: To approve an amendment to the Corporation’s Articles of Incorporation, as amended, to redesignate and convert the Class Y shares of the Fund into Class A shares of the Fund and to terminate the Class Y shares of the Fund, as described in a plan of redesignation and conversion.

1.

To approve an amendment to the Articles of Incorporation, as amended, of the Corporation to liquidate and dissolve the Fund pursuant to a plan of liquidation.

The Board of Directors unanimously recommends that shareholders vote FOR the proposal.

Only Class Y shareholders of record at the close of business on March 14, 2017,November 8, 2019, the record date for the special meeting, shall be entitled to notice of, and to vote at, the special meeting or any adjournments or postponements thereof.

Important Notice Regarding the Internet Availability of Proxy Materials for the Shareholder Meeting

to be held on May 23, 2017:December 19, 2019:

The Letter to Shareholders, Notice of Special Meeting of Shareholders, and Proxy Statement are available at www.proxyvote.com.


YOUR VOTE IS IMPORTANT.

PLEASE RETURN YOUR PROXY CARD PROMPTLY OR PROXY VOTE BY

TOLL-FREE TELEPHONE OR INTERNET IN ACCORDANCE

WITH THE INSTRUCTIONS NOTED ON THE ENCLOSED PROXY CARD.

 

 

As a shareholder of the Corporation, you are asked to attend the special meeting either in person or by proxy. If you are unable to attend the special meeting in person, we urge you to vote by proxy prior to the special meeting. You can do this in one of three ways by: (1) completing, signing, dating, and promptly returning the enclosed proxy card in the enclosed postage prepaid envelope, (2) calling atoll-free telephone number, or (3) using the Internet. Your prompt voting by proxy will help assure a quorum at the special meeting and avoid additional expenses associated with further solicitation. Voting by proxy will not prevent you from voting your shares in person at the special meeting. You may revoke your proxy before it is exercised at the special meeting by submitting to the Secretary of the Corporation a written notice of revocation or a subsequently signed proxy card (i.e.(i.e., a later-dated proxy), or by attending the special meeting and voting in person. A prior proxy can also be revoked by proxy voting again through the website ortoll-free number noted on the enclosed proxy card. Proxy cards and written notices of revocation must be received by the FundsFund prior to the special meeting.

 

 

By Order of the Board of Directors,

Michael J. Murphy, Secretary

BMO Funds, Inc.

By Order of the Board of Directors,
Michael J. Murphy, Secretary
BMO Funds, Inc.

Milwaukee, Wisconsin

March 24, 2017November 18, 2019


Questions and Answers

We encourage you to read the full text of the enclosed Proxy Statement and, for your convenience, we have provided a brief overview of the proposal.

 

Q.

Why am I receiving this Proxy Statement?

 

A.

Upon the recommendation of BMO Asset Management Corp., the adviser to the Funds (the “Adviser”), the Board of Directors (the “Board”) of BMO Funds, Inc. (the “Corporation”) consideredAdviser and approved, subject to shareholder approval, the Board has approved an amendment to the Corporation’s Articles of Incorporation, as amended, (the “Articles”), to redesignateliquidate and convertdissolve the Class Y shares of each Fund into Class A shares of the Fund (the “Conversion”) and to terminate Class Y shares of the Funds pursuant to a plan of redesignation and conversion (the “Plan”).Fund. Accordingly, we are asking shareholders to approve the amendmentliquidation and dissolution of the Fund pursuant to the Articles.a plan of liquidation.

 

Q.

How willWhy did the Conversion affect howAdviser recommend the Funds are managed?liquidation and dissolution of the Fund?

 

A.

The managementAdviser recommended the liquidation and dissolution of the Funds willFund based on a variety of factors, including, but not change iflimited to, the Conversion is approved. The Funds’ investment objectiveslow level of assets in the Fund, the Fund’s projected rate of asset growth and principal investment strategies also will not change.its impact on the Fund’s ability to achieve economies of scale, the impact of performance issues on marketing efforts to grow the Fund, the profitability of the Fund to the Adviser, and the willingness of the Adviser to continue to waive its management fees and/or reimburse expenses so as to maintain the Fund’s annual expense ratio at a competitive level.

 

Q.

How will the Conversionliquidation affect my investment?

 

A.

Pursuant to the Plan, if you ownplan of liquidation, any Class Y shares of a Fund on June 2, 2017, your shares will be converted into Class A shares. Class A shares are subject to front-end sales charges, deferred sales charges, and fees and expenses that are different from those imposed on Class Y shares. You willshareholder who has not incur the front-endexchanged or deferred sales charges usually imposed on Class A shares as a result of the redesignation and conversion of your Class Y shares as Class A shares. In addition, subsequent to the Conversion, your additional purchases and redemptions of Class A shares will not be subject to the front-end or deferred sales charges as long as you hold any class ofredeemed their shares of the Fund. Further, subsequent exchanges of your converted Class A shares to Class A shares of a different Fund of the Corporation will not be subject to the front-end or deferred sales charges.

With respect to the differences in fees and expenses between Class A shares and Class Y shares, Class A shares will be subject to a Rule 12b-1 fee at an annual rate of 0.25% of a Fund’s average daily net assets to be paid under aRule 12b-1 Plan. A Rule12b-1 fee is currently not charged to Class Y shareholders. Class Y shareholders are currently subject to a shareholder services fee pursuant to a Shareholder Servicing Agreement with the Adviser at the annual rate of 0.25% of the Fund’s average daily net assets. A shareholder services fee is not charged to Class A shareholders. Both Class A shares’ Rule 12b-1 fee and Class Y shares’ shareholder services fee are paid on an on-going basis.The differences in fees


between Class A shares and Class Y shares are not expected to have an effect on the total annual operating expenses of a Fund because the amount of the Class A shares’Rule 12b-1 fee and the Class Y shares’ shareholder services fee are the same. However, the Class A shares’Rule 12b-1 fee and the Class Y shares’ shareholder services fees paid by the Funds may be used for different purposes. For example, the Class A shares’Rule 12b-1 fee may be used for marketing and distribution services in an effort to increase the asset base of a Fund, which, in turn, may allow for more efficient management and the possibility of lower expenses through economies of scale. Class Y shares’ shareholder services fee may only be used for shareholder services such as providing shareholder assistance, communicating with shareholders, or facilitating purchases and redemption of shares.

In addition, the Adviser has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent Class A shares’ total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs, and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of a Fund’s business, and acquired fund fees and expenses) from exceeding the current total annual operating expenses of Class Y shares until December 31, 2017. This expense limitation agreement may not be terminated prior to December 31, 2017 without the consent of the Board, unless terminated due to the termination of the investment advisory agreement. There is no assurance the expense cap will remain in place beyond December 31, 2017.

Q.May I redeem my shares in advance of the special meeting?

A.Yes. You may redeem your shares at any time prior to the redesignationclose of trading on the New York Stock Exchange on December 23, 2019 (the liquidation time) will have their shares redeemed in cash and conversion date. Please seewill receive a check representing the Funds’ prospectusshareholder’s proportional interest in the Fund (i.e., an amount equal, in the aggregate, to review howthe shareholder’s proportional interest in the excess of the assets of the Fund over the liabilities of the Fund), subject to redeem shares.any required withholdings.

 

Q.

Will I have to pay any taxes as a result of the redesignation and conversion?liquidation?

 

A.

The Conversionliquidation of a share class of athe Fund is not a taxable event for federal income tax purposes. A shareholder who receives redemption proceeds will be treated as having received the redemption proceeds in exchange for the shareholder’s shares of the Fund and will recognize gain or loss for federal income tax purposes based on the difference between the amount received and the shareholder’s basis in the shares of the Fund. Any distributions received (including, but not limited to, any capital gain distributions) will be taxable in the normal manner. The federal income tax consequences of the liquidation are described generally in the Proxy Statement. You should consult your tax advisor with respect to your particular circumstances.


Q.

May I redeem or exchange my shares in advance of the special meeting?

A.

Yes. You may redeem your shares at any time prior to the liquidation time. Please see the Fund’s prospectus, which describes how to redeem shares. You also may generally exchange shares of the Fund for the same class of shares of any of the other BMO Funds free of charge, provided you meet the investment minimum of the new fund and you reside in a jurisdiction where the new fund shares may be lawfully offered for sale. However, the exchange of Fund shares for shares of any of the other BMO Funds is a taxable transaction for federal income tax purposes. Please see the Fund’s prospectus and statement of additional information, which describe exchange privileges and potential federal income tax consequences.

 

Q.

WhenWhat will happen if the Conversion take effect?shareholders do not approve the liquidation?

 

A.Upon

If the shareholders of the Fund do not approve its liquidation, then you will remain a shareholder approval,of the redesignationFund and conversion dateit will not liquidate. The Board would then consider other alternatives for the Funds will be on or about June 2, 2017.Fund, which may include asking shareholders to approve another liquidation proposal.


Q.

What will happen if shareholdersWill the Fund pay for the proxy solicitation and related expenses of one or more Funds do not approveliquidating the proposal?Fund?

 

A.If

No. The Adviser or an affiliate has agreed to bear these costs. Accordingly, shareholders of athe Fund dowill not bear any of the costs associated with the proxy solicitation to approve the proposal,articles amendment or the Board will consider other alternatives forsubsequent liquidation of the Class Y sharesFund pursuant to a plan of that Fund, including liquidation. The Board’s proposal to liquidate a Fund also would be subject to shareholder approval.

The Board, in its discretion, may implement the Plan with respect to those Funds for which the Conversion is approved. Alternatively, the Board may determine not to implement the Plan until the Conversion has been approved by Class Y shareholders of all of the Funds.

 

Q.

How does the Board recommend that I vote?

 

A.

After careful consideration, the Board, the majority of whom are not “interested persons” of the Corporation as defined in the Investment Company Act of 1940, as amended, unanimously recommends that you vote FOR the proposal.

 

Q.Will the Funds pay for the proxy solicitation and related legal costs?

A.No. The Adviser or its affiliates have agreed to bear these costs.

Q.How can I vote my shares?

 

A.

You may choose from one of the following options, as described in more detail on the proxy card:

 

By mail, using the enclosed proxy card and return envelope;

 

By telephone, using the toll-free number on your proxy card;

 

Through the Internet, using the website address on your proxy card; or

 

In person at the shareholder meeting.

 

Q.

Whom should I call for additional information about this Proxy Statement?

 

A.

Please call BMO Funds U.S. Services at1-800-236-FUND (3863) for additional information.


TABLE OF CONTENTS

 

   Page 

Background to ProposalBACKGROUND TO PROPOSAL

   21 

Summary of the Plan of Redesignation and ConversionPROPOSAL 1: APPROVAL OF AN ARTICLES AMENDMENT TO LIQUIDATE AND DISSOLVE THE BMO GLOBAL LONG/SHORT EQUITY FUND

   32 

Comparison of Class Y and Class A SharesOTHER MATTERS

   48 

Amendment to the ArticlesOTHER INFORMATION

   68 

Redemption Prior to ConversionSERVICE PROVIDERS

   612 

Material Federal Income Tax and Other Aspects of the ConversionFUTURE MEETINGS; SHAREHOLDER PROPOSALS

   612 

Board ConsiderationsANNEX A PLAN OF LIQUIDATION

   7A-1 

Other MattersANNEX B FORM OF ARTICLES AMENDMENT

   10

Other InformationB-1

10

Service Providers

16

Future Meetings; Shareholder Proposals

16

Annex A Plan of Redesignation and Conversion

A-1

Annex B Fees and Expenses of Class Y and Class A Shares

B-1

Annex C Expense Examples

C-1

Annex D Form of Articles Amendment

D-1 


BMO FUNDS, INC.

BMO GLOBAL LONG/SHORT EQUITY FUND

111 East Kilbourn Avenue, Suite 200

Milwaukee, WI 53202

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS

May 23, 2017December 19, 2019

General.This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors of BMO Funds, Inc. (the “Corporation”) with respect to Investor Class shares (“Class Y shares”) of seven investment portfolios of the Corporation (each, a “Fund,” and collectively, the “Funds”BMO Global Long/Short Equity Fund (the “Fund”). The Funds are:Fund consists of three classes of shares: Institutional Class (“Class I”), Advisor Class (“Class A”) and Retirement Class (“Class R6”).

BMO Equity Funds

BMO Fixed Income Funds

BMO Large-Cap Value Fund

BMO Ultra Short Tax-Free Fund

BMO Mid-Cap Value Fund

BMO Short Tax-Free Fund

BMO Mid-Cap Growth Fund

BMO Short-Term Income Fund

BMO Small-Cap Growth Fund

The special meeting of Class Y shareholders of the Funds (the “Meeting”) is being called to vote on an amendment to the Corporation’s Articles of Incorporation, as amended (the “Articles”), to redesignate and convert the Class Y shares of each Fund into Class A shares of the Fund and to terminate Class Y shares of the Funds (the “Proposal”), as described in a plan of redesignation and conversion (the “Plan”).

The Meeting will be held at the principal offices of the Corporation located at 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202, on Tuesday, May 23, 2017,Thursday, December 19, 2019 at 8:309:00 a.m. (Central Time) and at any adjourned session thereof, for the purposes set forth in the enclosed notice of special meeting of shareholders (“Notice”). It is expected that the Notice, this Proxy Statement, and Proxy Card will be mailed to shareholders on or about April 5, 2017.November 25, 2019.

Record Date/Shareholders Entitled to Vote.If you owned Class Y shares of athe Fund as of the close of business on March 14, 2017November 8, 2019 (the “Record Date”), then you are entitled to vote at the Meetingspecial meeting (or any adjournments or postponements thereof). You will be entitled to one vote per full share (and a fractional vote per fractional share) for each share you owned on the Record Date. However, you will only be allowed to vote on matters submitted to the shareholders of Funds of which you own shares.

Proposal: To approve an amendment to the Corporation’s Articles of Incorporation, as amended, to redesignate and convert the Class Y shares of the Fund into Class A shares of the Fund and to terminate the Class Y shares of the Fund, as described in a plan of redesignation and conversion.

The Proposal will be considered by Class Y shareholders of each Fund, voting separately.

BACKGROUND TO PROPOSAL

Background to Proposal

BMO Asset Management Corp., the Funds’ investment adviser to the Fund (the “Adviser”), recommended the liquidation of the Fund to the Board of Directors of the Corporation (the “Board”) that, based on a variety of factors, including, but not limited to, the Class Y shareslow level of eachassets in the Fund, be redesignatedthe Fund’s projected rate of asset growth and converted into Class A sharesits impact on the Fund’s ability to achieve economies of scale, the impact of the Fund’s relative performance on marketing efforts to grow the Fund, the profitability of the Fund (the “Conversion”) pursuant to the Plan. TheAdviser, and the willingness of the Adviser to continue to waive its management fees and/or reimburse expenses so as to maintain the Fund’s annual expense ratio at a competitive level. Based upon these factors, which are described further below under “Board Approval and Recommendation,” the Adviser recommended the Conversion because the Adviser concluded that the Conversion would, among other things, streamline the Corporation’s fund offerings, restructure the Corporation’s product line to match the Adviser’s distribution focus, help the Funds gain access to new distribution channels,liquidation and improve the marketingdissolution of the Funds. The Adviser believes that each Fund’s Class A shares are essential to the structure of the Fund complex in order to increase sales and retain existing assets. Many brokers/dealers, investment professionals, and financial institutions (“Authorized Dealers”) require Class A shares with sales charges and Rule 12b-1 fees to compensate them for their marketing and distribution services. It is anticipated that the Class A shares’Rule 12b-1 plan (the “Rule 12b-1 Plan”) will open new distribution channels for the Funds, making them available as attractive investment alternatives in a competitive market. The potential for increased sales and the retention of existing assets could result in the Funds acquiring larger asset bases which, in turn, allows for more efficient management and the possibility of lower expenses through economies of scale. There can be no assurance, however, that the Funds or the Rule 12b-1 Plan will achieve these goals.Fund.

1


At anin-person meeting of the Board held on February 8, 2017,November 6, 2019, the Board, including a majority of the “non-interested” directors who are not “interested persons” of the Corporation (the “Independent Directors”) as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”), considered andunanimously approved, subject to shareholder approval, an amendment to the Corporation’s Articles to effect the Conversion andof Incorporation, as amended (the “Articles of Incorporation”) to terminate the Class Y sharesFund as a series of the Funds afterCorporation under Wisconsin law and the Conversion, subject to shareholder approval. Class A shares of each Fund have the same investment objectives, strategies, rights, preferences, fees,liquidation and expenses as the current Class Y sharesdissolution of the Fund except that Class A shares are subjectpursuant to a front-end sales charge, a contingent deferred sales charge (on purchasesplan of $1 million or more), and aRule 12b-1liquidation. fee of 0.25% of the class’ assets rather than the shareholder services fee of 0.25% imposed on Class Y shares. In light of the relatively small size of certain Funds’ Class Y shares and the Adviser’s plans to increase marketing efforts for Class A shares of the Funds, the Board determined that the Conversion is in the best interests of each Fund’s Class Y shareholders.

In connection with the Board’s approval of the Conversion, the Board considered the applicability of Class A shares’ Rule 12b-1 Plan and related Rule 12b-1 fee of 0.25% to Class Y shareholders after the Conversion. The Board considered the potential benefits of making payments to the Funds’ distributor, BMO Investment Distributors, LLC (the “Distributor”), for its use in marketing, advertising, and other distribution servicing efforts to attract and retain shareholders to the Funds. The Board also considered: (a) the relatively small size of certain Funds’ Class Y shares; (b) the potential for an increase in each Fund’s asset base in light of the marketing efforts for Class A shares, which could allow for more efficient portfolio management and the realization of economies of scale; and (c) the effect of the Rule 12b-1 fee on Class Y shareholders’ total expense ratio. The Board noted that total operating expenses experienced by current Class Y shareholders are not expected to increase due to the addition of the Rule 12b-1 fee, as the Class A shares will not be subject to the 0.25% shareholder services fee to which Class Y shares are currently subject, and the Class Y shares and Class A shares of each Fund are each subject to the same expense limit pursuant to an expense limitation agreement. The Board acknowledged that, while the expense limitation agreement is only in effect until December 31, 2017, the Adviser anticipates renewing the agreement prior to its termination.

If the shareholders of athe Fund approve the Proposal,proposal, the Class Y sharesArticles of the Fund will be redesignated and converted into Class A shares of the same Fund pursuant to the Plan and will be subject to the Class A shares’ Rule 12b-1 fee. In addition, the ArticlesIncorporation will be amended to terminate the Class Y sharesFund as a series of the Funds.Corporation. In addition, the Fund will be liquidated and dissolved pursuant to a plan of liquidation.

If shareholders of athe Fund do not approve the Proposal,proposal, then the Fund will not liquidate. The Board willwould then consider other alternatives for the Class Y sharesFund, which may include asking shareholders to approve another liquidation proposal.

PROPOSAL 1: APPROVAL OF AN ARTICLES AMENDMENT TO LIQUIDATE AND DISSOLVE THE BMO LONG/SHORT GLOBAL EQUITY FUND

Shareholders are being asked to approve an amendment to the Articles of thatIncorporation to terminate the Fund as a series of the Corporation under Wisconsin law. If approved, the Fund will be liquidated and dissolved pursuant to the plan of liquidation described below and an amendment to the Articles of Incorporation will be filed to terminate the Fund as a series of the Corporation. The Board, including a majority of the Independent Directors, has approved the liquidation and dissolution of the Fund, including liquidation. The Board’sthe plan of liquidation and amendment to the Articles of Incorporation, and submission of the proposal to liquidate a Fund also would be subject to shareholder approval. The Board, in its discretion, may implement the Plan with respect to those Funds for which the Proposal is approved. Alternatively, the Board may determine not to implement the Plan until the Proposal has been approved by the Class Y shareholders of allthe Fund for approval.

The remainder of this section provides a summary of the Funds.

Ifplan of liquidation, a discussion of redemptions and exchanges prior to liquidation, an overview of the shareholdersmaterial federal income tax aspects and other aspects of a Fund approve the Proposal,liquidation, and information on the Conversion is expected to occur on or about June 2, 2017.Board’s considerations and approval and concludes with the Board’s recommendation.

Summary of the Plan of Redesignation and ConversionLiquidation

The Plan of Liquidation (the “Plan”) is attached hereto asAnnex A, and this summary of the Plan is qualified in its entirety by the reference toAnnex A.A.

Effective Date of Plan; Liquidation Time.The Plan will become effective upon its approval by the shareholders of the Fund (the “Effective Date”). Assuming the Plan is approved at the special meeting on December 19, 2019, the Adviser anticipates that the Fund will commence making liquidating distributions on or about the close of trading on the New York Stock Exchange on December 23, 2019 (the “Liquidation Time”).

2


Cessation of Business.The Plan provides that, as of the redesignationLiquidation Time, the Fund will cease its business as a series fund of an investment company and conversion date, which is expected to be on June 2, 2017will not engage in any business activities except for the purpose of winding up its business affairs, selling or on such other date as may be determined bydisposing of its assets, discharging or making reasonable provision for the Adviser (the “Conversion Date”),payment of all of the issuedFund’s liabilities, and outstanding Class Y shares of a Fund will automatically be redesignated and converted into that number of full and

fractional Class A shares of the same Fund having an aggregate net asset value equaldistributing its assets to the aggregate net asset value of the Class Y shares of the Fund. Upon the Conversion, the holders of Class Y shares of a Fund shall be deemed to own, as of the Conversion Date, that number of full and fractional Class A shares of the same Fund as may be allocated to such shareholders on a pro rata basis.

The aggregate value of the net assets of each Fund’s Class Y shares shall be determined in accordance with the Fund’s valuation proceduresprovisions of the Plan.

Fixing of Interests and Closing of Books.The Plan also provides that the Fund’s then-current prospectus or statementproportionate interests of additional information, as of 4:00 p.m. (Central Time) on the Conversion Date (after the declaration and payment of any dividends and/or other distributions on that date) (the “Valuation Time”). In the event that immediately prior to the Valuation Time (a) the New York Stock Exchange or another primary trading market for portfolio securities of a Fund is closed for trading or trading thereupon is restricted, or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that,shareholders in the judgment of the Adviser, accurate appraisal of a Fund’s value of its net assets is not reasonably practicable, the Conversion Date shall be postponed to such later date as determined by the Adviser.

Upon the Conversion, all of the assets and liabilities of a Fund allocated or to be allocated to Class Y shares of the Fund, priorand their rights to the Conversion Date will, fromreceive redemption payments and after the Conversion Date, be deemed to constitute andsubsequent distributions, will be allocated tofixed on the assets and liabilitiesbasis of Class A shares oftheir respective holdings at the same Fund. All issued and outstanding Class Y shares of each Fund will be cancelled onLiquidation Time. At the Liquidation Time, the books of the Fund will be closed.

Liquidation of Fund Assets and Payment of Debts.As soon as is reasonable and practicable after the Effective Date of the Plan, any remaining portfolio securities of the Fund will be converted to cash or cash equivalents. As soon as practicable after the Effective Date, the Corporation will pay, or make reasonable provision to pay, in full all known or reasonably ascertainable liabilities of the Fund incurred or expected to be incurred prior to the date of the final liquidating distribution.

Liquidating Distributions.As soon as is reasonable and ownershippracticable after the Liquidation Time, but in any event no later than seven (7) days following the Effective Date, the Corporation will mail to each shareholder of Class A sharesrecord at the Liquidation Time: (a) one or more liquidating distributions equal in the aggregate to the shareholder’s proportionate interest in the excess of athe assets of the Fund byover the former holdersliabilities of Class Ythe Fund as of the Liquidation Time; and (b) information concerning the sources of each liquidating distribution. Any accrued income or gains will be distributed as part of the liquidating distribution. Upon the mailing of the final liquidating distribution, all outstanding shares of the Fund will be shown ondeemed redeemed and canceled.

In the booksevent that the Fund receives assets following the date of its termination (e.g., through the payment of settlement proceeds), the Adviser will use commercially reasonable efforts to ensure that such assets are distributed to each shareholder of record as of the Corporation. All unissued Class Y shares of aLiquidation Time in an amount equal to the shareholder’s proportionate interest in the Fund shall automatically be redesignated and converted into Class A sharesas of the same Fund.Liquidation Time.

The Plan will become effective following approvalIn the event that the Fund is unable to make liquidating distributions to any shareholders because of the Proposalinability to locate such shareholders, subject to applicable abandoned property laws, such liquidating distributions may be held in an account with a financial institution for the benefit of such shareholders that cannot be located. The expenses of such account will be charged against the assets in the account. The Fund will use reasonable efforts to locate each shareholder, and does not anticipate being unable to locate shareholders.

Satisfaction of Federal Income and Excise Tax Distribution Requirements.If necessary, the Corporation shall have, by the Liquidation Time, declared and paid a

3


distribution or distributions which, together with all previous such distributions, will have the effect of distributing to the Fund’s shareholders all of the Fund’s investment company taxable income for the taxable years ending at the Meeting of each Fund’s Class Y shareholders. The Board may, for any reason, terminate the Plan any timeor prior to the Conversion Date.

Comparison of Class YLiquidation Time (computed without regard to any deduction for dividends paid), and Class A Shares

The Class Y and Class A shares of a Fund are identical in all respects (e.g., investment objectives and investment strategies), except for differences related to: (a) different sales charges; (b) different fees and expenses; and (c) different Class names and designations.The tables inAnnex B describe the differences in the fees and expenses that you may pay if you buy and hold Class Y shares of a Fund as compared to Class A shares of the Fund. The tables show the current fees and expenses of a Fund’s Class Y shares and the pro forma fees and estimated expenses of the Fund’s Class A shares. In addition, the examples inAnnex C are intended to help you compare the cost of investing in Class Y and Class A shares of a Fund with the cost of investing in other funds. Each example assumes that you invest $10,000 in a Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each

year and that a Fund’s operating expenses are as shownnet capital gain, if any, realized in the tabletaxable years ending at or prior to the Liquidation Time (after reduction for any available capital loss carry-forward) and remainany additional amounts necessary to avoid any federal income or excise tax for such periods. Alternatively, the same. The costs in the one-year example and for the first yearFund may, if eligible, treat all or any portion of the three-, five-, and ten-year examples reflectamounts to be distributed as having been paid out as part of the Adviser’s agreementliquidating distributions made to waive fees and reimburse expenses through December 31, 2017, to the extent such waiver or reimbursement is necessary to prevent a Fund’s total operating expenses from exceeding the agreed upon expense cap.Fund shareholders.

Front-end Sales Charges.Expenses.Class A sharesThe Adviser or an affiliate will pay all costs incurred in carrying out the Plan, including legal, recordkeeping, accounting, and administrative expenses. The Adviser or an affiliate will also be responsible for any contingent or unforeseen liabilities or obligations of the Funds have front-end sales charges. The maximum sales charge onFund that might remain after the BMO Equity Funds is 5.00%. The maximum sales charge on the BMO Fixed Income Funds is 2.00%. Each Fund’sfront-end sales charge schedule with breakpoints, along with waivers and reductions available to Class A shareholders, is included in the Funds’ current prospectus and statement of additional information. Class Y shareholders will not incur front-end sales charges as a resultdate of the Conversionfinal liquidating distribution. Accordingly, shareholders of their Class Y shares into Class A shares. Subsequent to the Conversion, former Class Y shareholders’ purchases will not be subject to the front-end sales charges generally applicable to additional purchases of Class A shares, as long as such shareholders own any class of shares of the Fund.

Contingent Deferred Sales Charges. Class A shares of the Funds have deferred sales charges. The maximum deferred sales charge on the BMO Equity Funds is 1.00%. The maximum deferred sales charge on the BMO Fixed Income Funds is 0.55%. These sales charges are applied only to purchases of $1,000,000 or more that are redeemed within 18 months of purchase. Subsequent to the Conversion, former Class Y shareholders’ redemptions will not be subject to the deferred sales charges generally applicable to redemptions of Class A shares, as long as such shareholders own any class of shares of the Fund. Further, a shareholder’s subsequent exchange of Class A shares for Class A shares of a different BMO Fund will not be subject to a deferred sales charge.bear any of the costs associated with the liquidation.

Fees and Expenses. If the Proposal is approved, after the Conversion, current Class Y shareholders (Class A shareholders after the Conversion) of each Fund will be subject to a Rule 12b-1 Plan and a Rule 12b-1 fee equal to the annual rate of 0.25% of a Fund’s average daily net assets. The Rule 12b-1 fee will be paid under theRule 12b-1 Plan and will be paid on an on-going basis.

Class Y shareholders are currently subject to a shareholder services fee pursuant to a Shareholder Servicing Agreement with the Adviser at the annual rate of 0.25% of a Fund’s average daily net assets, which is not charged to Class A shareholders. The Class Y shareholder services fee is also paid on an on-going basis.

In light of the Class A shares’ Rule 12b-1 fee and the Class Y shares’ shareholder services fees, the differences in fees between Class A shares and Class Y shares are not expected to have an effect on the total annual operating expenses of a Fund because the amount of the new Class A shares’ Rule 12b-1 fee and the current Class Y shares’ shareholder services fee are the same. The fees paid by the Funds under the Class A

shares’ Rule 12b-1 fee, however, will be able to be used for different purposes. In addition, the Adviser has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent Class A’s total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs, and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business, and acquired fund fees and expenses) from exceeding the current total annual operating expenses of Class Y shares until December 31, 2017. This expense limitation agreement may not be terminated prior to December 31, 2017 without the consent of the Board, unless terminated due to the termination of the investment advisory agreement. There is no assurance the expense cap will remain in place beyond December 31, 2017.

Minimum Investments and Subsequent Investments.Articles Amendment.The investment minimums are the same for both Class Y and Class A shares. To open an account, your first investment must be at least $1,000. The minimum subsequent purchase amount is $50.

Amendment to the Articles

If the Proposal is approved, the officers or agents of the Corporation will file an amendment to the Articles of Incorporation to be effective onat or after the Conversion Date. The amendmentLiquidation Time to terminate the Articles will redesignate allFund as a series of the Class Y shares of a Fund as Class A shares of the same Fund and terminate Class Y shares of that Fund.Corporation under Wisconsin law. The Form of Articles Amendment is attached hereto asAnnex DB.

Redemption and Exchanges Prior to ConversionLiquidation

Any time prior to the Conversion Date,Liquidation Time, the shareholders of athe Fund may redeem their shares of the Fund pursuant to the procedures set forth in the Fund’s prospectus. As disclosed in the Funds’Fund’s prospectus, although eachthe Fund intends to pay share redemptions in cash, it reserves the right to pay the redemption price in whole or in part by a distribution of the Fund’s portfolio securities. Shareholders receiving portfolio securities in redemption of their shares will realize a gain or loss for federal income tax purposes in the same manner as when cash is received. Prior to the Liquidation Time, shareholders may also generally exchange their shares of the Fund for the same class of shares of any of the other BMO Funds free of charge, provided a shareholder meets the investment minimum of the new fund and resides in a jurisdiction where the new fund shares may be lawfully offered for sale. However, an exchange is treated as a redemption and a subsequent purchase, and is therefore a taxable transaction for federal income tax purposes.

Material Federal Income Tax Considerations and Other Aspects of the ConversionLiquidation

The following is a general discussion of certain material U.S. federal income tax considerations for U.S. shareholders subject to federal income tax, with respect to the redesignationliquidation and conversiontermination of Class Y shares into Class A shares.the Fund. This discussion is based on current U.S. federal

4


income tax laws in effect on the date of this Proxy Statement. Future legislative or administrative changes or court decisions might significantly alter these tax consequences, possibly retroactively. The statements below are not binding upon the Internal Revenue Service, (“IRS”), and there can be no assurance that the IRSInternal Revenue Service will concur with this summary or that the tax consequences to any shareholder will be as set forth below.

This discussion is for general information only and does not address all of the U.S. federal income tax considerations that may be relevant to specific shareholders in light of their particular circumstances or to shareholders subject to special treatment under U.S. federal income tax law (such as partnerships, S corporations, financial institutions, insurance companies,tax-exempt entities, broker-dealers, pension plans, or persons that have a “functional currency” other than the U.S. dollar). This discussion does not address any U.S. state or local tax considerations. Norconsiderations, nor does this discussion address any tax considerations for foreign shareholders ortax-exempt shareholders. Implementing the Plan may impose unanticipated tax consequences on shareholders and affect shareholders differently, depending on their particular tax situations independent of the Plan. Shareholders are encouraged to consult with their own tax advisor to determine the particular tax consequences to them of athe Fund’s redesignation and conversion of shares,liquidation, including the application and effect of any state, local or foreign tax laws.

As used herein, a “U.S. shareholder” means a beneficial owner of athe Fund’s common stock that is a U.S. citizen or U.S. resident alien, a C corporation, or other entity taxable as a C corporation for U.S. federal income tax purposes, that was created or organized under the laws of the United States, any state thereof, or the District of Columbia, an estate whose income is subject to U.S. federal income taxation regardless of its source, or a trust that either is subject to the supervision of a court within the United States and has one or more U.S. persons with authority to control all of its substantial decisions or has a valid election in effect under applicable Treasury Regulations to be treated as a United States person.

The proposed Conversion should be deemedIf the shareholders of the Fund approve the amendment to bethe Articles of Incorporation to liquidate and dissolve the Fund pursuant to the Plan, the Fund will sell its assets and distribute the proceeds to the shareholders as provided under the Plan (the “Liquidating Distribution”).

During the liquidation period, the Fund anticipates that it will retain its qualification for treatment as a non-taxable eventregulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and will make all required distributions so that the Fund will not be subject to Fund-level taxation on the Fund’s net gain, if any, realized from the liquidating sale of its assets. In the unlikely event that the Fund should lose its status as a regulated investment company during the liquidation process, the Fund would be treated as a regular corporation for federal income tax purposes during its last taxable year. In this event, the Fund would be subject to federal income taxes on the full amount of its taxable income and gains,

5


which would reduce the Fund’s distributions (including, but not limited to the Liquidating Distribution). QualificationIn addition, the Fund would be unable to pass through to its shareholders credits against foreign taxes paid, and Fund distributions would be taxed as corporate dividends to the extent of the ConversionFund’s earnings and profits.

To the extent necessary, the Fund shall, by the Liquidation Time, have declared a distribution or distributions which, together with all previous such distributions, have the effect of distributing to the Fund’s shareholders all of the Fund’s investment company taxable income for the taxable years ending at or prior to the Liquidation Time (computed without regard to any deduction for dividends paid), and all of the Fund’s net capital gain, if any, realized in the taxable years ending at or prior to the Liquidation Time (after reduction for any available capital loss carry-forward) and any additional amounts necessary to avoid any federal income or excise tax for such periods. The Fund’s shareholders will be taxed on any such distributions in the same manner as any other distribution of the Fund. Alternatively, the Fund may, if eligible, treat all or a portion of such amounts required to be distributed as a tax-free transaction means, among other things, that (i) nodistribution of investment company taxable income or net capital gain on account of the Fund’s final taxable year as having been paid out as a part of the Liquidating Distribution made to the Fund’s shareholders in complete liquidation of the Fund. As described in the next paragraph, any such Liquidating Distribution will be treated for federal income tax purposes as having been received by Fund shareholders as consideration for a sale or exchange of their Fund shares.

A shareholder who receives a Liquidating Distribution will be treated as having received the Liquidating Distribution in exchange for the shareholder’s shares of the Fund and will recognize gain or loss based on the difference between the amount received and the shareholder’s basis in the Fund shares. If a shareholder holds shares as capital assets, the gain or loss will be recognized undercharacterized as a capital gain or loss. If the shares have been held for more than twelve months, any such gain will be treated as long-term capital gain, taxable to individual and trust shareholders at a maximum federal income tax rate of 20%, and any such loss will be treated as long-term capital loss. Capital gain or loss on shares held for twelve months or less will be treated as short-term capital gain or loss, except that any loss realized with respect to shares of the Fund held for six months or less will be treated as long-term capital loss to the extent of any distributions of net capital gain that were previously received on the shares. Capital losses may be subject to limitations on their use by a shareholder.

In addition to the federal income tax, certain individuals, trusts and estates may be subject to a Medicare tax of 3.8% on Fund distributions or upon receipt of a Liquidating Distribution treated as an exchange of the shareholder’s Fund shares. The Medicare tax is imposed on the lesser of: (i) a taxpayer’s investment income, net of deductions properly allocable to such income, or (ii) the amount by which such taxpayer’s modified adjusted gross income exceeds certain thresholds ($250,000 for married individuals filing jointly, $200,000 for unmarried individuals, and $125,000

6


for married individuals filing separately). Any capital gain realized by a shareholder upon an exchange of Fund shares is includable in such shareholder’s investment income for purposes of this Medicare tax.

If a shareholder redeems or exchanges the shareholder’s shares before the Liquidation Time, then such redemption or exchange (whether for cash orin-kind proceeds) will be taxed as described in the prior paragraph for Liquidating Distributions.

A Liquidating Distribution to a shareholder may be subject to backup withholding, unless the shareholder provides a correct taxpayer identification number and certifies that the shareholder is not subject to backup withholding and is a U.S. person. Certain shareholders specified in the Code may be exempt from backup withholding. The current backup withholding rate is 24%. Backup withholding is not an additional tax and is creditable against a taxpayer’s federal income tax liability, provided that the required information is timely furnished to the Internal Revenue Service.

An Individual Retirement Account (an “IRA”) is generally not taxable on investment income and gain from the Fund (assuming that the IRA did not incur debt to finance its investment in the Fund). Accordingly, the receipt by each Fund or byan IRA of a Liquidating Distribution should not be a taxable event for the Class Y shareholders of each FundIRA. However, if the IRA beneficiary receives a distribution from the IRA as a result of the Conversion,liquidation (as opposed to the IRA reinvesting the Liquidating Distribution), then such distribution may be taxable to the IRA beneficiary. In this situation, the amount received by the beneficiary will constitute a taxable distribution, and (ii)if the beneficiary has not attained 591/2 years of age, such distribution will generally constitute an early distribution subject to a Class Y shareholder’s adjusted basis for10% federal penalty tax and possibly state and local penalty taxes. This federal penalty tax is in addition to the beneficiary’s regular federal income tax purposesliability on the distribution.In order to avoid having to include such distribution in his or her taxable income for the Class A shares received inyear, the Conversion will beIRA beneficiary may roll the same as that Class Y shareholder’s adjusted basis in the Class Y shares immediately before the Conversion. While there can be no guarantee that the IRS will adopt a similar position, each Fund will receive, at the timedistribution into another IRA within sixty (60) days of the Conversion, an opiniondate of counselthe distribution, provided that it is the only such rollover during that year. IRA owners should promptly provide instructions to the effect that the Conversion will be deemedtheir IRA custodian with respect to a non-taxable event under the Code.rollover of a distribution. For more information, IRA owners should contact BMO Funds U.S. Services at1-800-236-FUND.

Shareholders should consult their tax advisors to determine the federal, state, and other income tax consequences of receiving Class A sharesthe Liquidating Distribution with respect to their particular tax circumstances.

Board ConsiderationsApproval and Recommendation

At the Board meeting held on November 6, 2019, the Adviser reviewed a number of factors related to the proposed liquidation. The Board, including a majority ofAdviser noted that the Fund’s poor performance relative to its Independent Directors, reviewedbenchmark and approved the Conversion, the Plan,peer group index has made it difficult to

7


grow assets, and the proposed amendmentFund’s limited assets suggest that there is limited potential to the Articles at an in-person meetingachieve economies of the Board held on February 8, 2017 (the “Board Meeting”). In reaching its decision, the Board considered materials relevant to its review of the Plan,

a copy of the proposed Plan, and a presentation by the Adviser. In addition, in connection with their approval of the Conversion, the Board further considered the application of the Rule 12b-1 Plan to Class Y shareholders.

During the Board Meeting, the Independent Directors met separately in executive session with their independent legal counsel, who provided advice regarding the Independent Directors’ duties and responsibilities in connection with the review of the Plan.

In considering the Conversion, the Plan, and the amendment(s) to the Articles, and deciding to approve them, the Board reviewed and analyzed various factors with respect to the Funds that it determined were relevant, including the factors summarized below. In their deliberations, the Board did not identify any single factor or group of factors as all-important or controlling but considered all factors together.

scale. The BoardAdviser noted that Class A shares are widely recognized as one of September 30, 2019, the industry’s standard share classes and that many distribution channels require Class A shares to be a part of a fund’s line-up. The Board also considered the Adviser’s efforts to enhance its sales force and the distribution of the Funds and its efforts to align the Funds with the industry standard in order to increase theFund had net assets of the Fund. In addition, the Boardapproximately $2.6 million. The Adviser noted the Adviser’s belief that restructuring the share classes of the Funds by converting Class Y shares into Class A shares was essential to current and future distribution efforts.

With respect to the Class Y shares of each Fund, the Board considered the limited size of certain Funds’ Class Y shares and the limited performance history of certain Funds’ Class Y shares and noted the additional expenses that the Fund may incur ifhad low prospects for growth. The Adviser commented on the two share classes continuedprofitability of the Fund and its willingness to exist.continue to waive advisory fees and/or reimburse expenses so as to maintain the Fund’s expense ratio at a competitive level. The Board then considered thatFund’s gross annualized expense ratio for the conversion of2018 fiscal year was 2.66% for Class Y shares intoI, 2.89% for Class A, shares and the marketing by the Adviser of2.49% for Class A shares could increase the ability of a Fund to generate new assets and, consequently, could allow the Fund, including the current shareholders of Class Y shares, to benefit from economies of scale.

The Board gave particular attentionR6 shares. Giving effect to the fact that former Class Y shareholders would be subject to Class A shares’ Rule 12b-1 fee if the Conversion is approved. The Board noted that Class Y shareholders are currently subject to a shareholder services fee pursuant to a Shareholder Servicing Agreement with the Adviser at the annual rate of 0.25% of a Fund’s average daily net assets, which is not charged to the Class A shares. The Board considered that, after the proposed Conversion, Class Y shareholders will no longer be subject to the 0.25% shareholder services fee, but would be subject to the Class A shares’ Rule 12b-1 fee, which is likely to result in no change to the total operating expenses of the Fund. The Board also noted the differences in the fees and their permitted uses by the Adviser or the Distributor, as applicable. In addition, the Board considered that the Adviser has agreedAdviser’s agreement to waive or reduce its investment advisory fee and reimburse certain Fund expenses through December 31, 2019, the Fund’s net annualized expense ratio for the 2018 fiscal year was 1.41% for Class I, 1.66% for Class A, and 1.26% for Class R6 shares. The Adviser also discussed the tax implications of the liquidation on the Fund and its shareholders, as well as alternatives to the extent necessary to prevent Class A’s total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs, and extraordinary expenses, such as

litigation and other expenses not incurred in the ordinary courseliquidation of the Fund’s business, and acquired fund fees and expenses) from exceeding the current total annual operating expenses of Class Y shares until December 31, 2017. The Board also noted thatFund. Based on these factors, the Adviser recommended to the Board the liquidation and its affiliates have been bearing the costsdissolution of the Funds’ Class Y shares distribution efforts out of their own resources. In addition, the Board took into consideration that the Rule 12b-1 Plan had the potential to increase the profits realized by the Distributor and its affiliate, including the Adviser. Fund.

The Board, noted, however, that it is not expected that the Distributor or its affiliates would receive any additional profits from the Rule 12b-1 Plan because all fees paid under the Rule 12b-1 Plan are expected to be used on shareholder services and distribution efforts.

With respect to the Rule 12b-1 fees, the Board noted that it, including a majority of itsthe Independent Directors, who have no direct or indirect financial interest in the operation of the Rule 12b-1 Plan or any agreement relatedapproved an amendment to the Rule 12b-1Articles of Incorporation to liquidate and dissolve the Fund pursuant to the Plan had reviewed and approvedat the Rule 12b-1 Plan for continuation for Class A shares of the Funds most recentlymeeting held on August 10, 2016.November��6, 2019. In addition,reaching its decision, the Board noted that it receives quarterly reports detailingconsidered the amount of Rule 12b-1 fees paid to Distributors under the Rule 12b-1 Plan, the amounts expended under the Rule 12b-1 Plan,Adviser’s recommendation and the purposes for which such expenditures were made. The Board also took into accountinformation provided supporting the benefits of making payments to the Distributor for its use in marketing, advertising, and other distribution servicing efforts to attract and retain shareholders to the Funds. The Board concluded that there is a reasonable likelihood that the activities for which payments may be made under the Rule 12b-1 Plan are likely to stimulate additional sales of each Fund’s shares and assist the Funds in increasing their respective asset bases in the face of competition from other mutual funds.

Adviser’s recommendation. The Board also considered the reasons why it is important for the Funds to attract a continuous flow of new assets. It was recognized that it is desirable for all shareholders that the Funds sustain a flowAdviser or an affiliate had agreed to pay all the costs in carrying out the Plan, as well as the expenses of new investment monies. The Board evaluated the potentially adverse effects that might result from a patternproxy solicitation to approve the liquidation and dissolution of net redemptions and the possibility of a net cash outflow resulting therefrom. Net cash outflow would increase the likelihood of having to dispose of portfolio securities for other than investment reasons at unfavorable prices while net cash inflow: (1) minimizes the need to sell securities to meet redemptions when investment considerations would indicate that they continue to be held; and (2) reduces daily liquidity requirements.

Fund. Based on all of the information considered, and conclusions reached, the Board determined that the Conversion and the terms of the Plan are fair and reasonable and that the approval of the Conversion,liquidation and dissolution of the Plan, and the amendment to the Articles areFund is in the best interests of the FundsFund and their Class Yits shareholders.

Based on all of the foregoing, the Board unanimously recommends that shareholders of the FundsFund vote FOR the approval of an amendment to the Articles of Incorporation to redesignateliquidate and convertdissolve the Class Y shares of the Funds into Class A

shares of the Funds andFund pursuant to terminate the Class Y shares of the Funds, as described in the Plan.

Other Matters

OTHER MATTERS

The Board knows of no other matters that may come before the Meeting,special meeting, other than the Proposalproposal as set forth above. If any other matter properly comes before the Meeting,special meeting, the persons named as proxies will vote on the same in their discretion.

Other Information

OTHER INFORMATION

Shares Outstanding.As of the Record Date, the number of Class Yfollowing shares of the Funds thatFund were issued and outstanding and entitled to vote at the Meeting wasspecial meeting: 124,345.342 shares for Class I and 59,909.946 shares for Class A. No Class R6 shares were outstanding as follows:of the Record Date.

 

Number of Class Y Shares

BMO Large-Cap Value Fund

11,822,503.088

BMO Mid-Cap Value Fund

12,436,686.032

BMO Mid-Cap Growth Fund

6,270,934.576

BMO Small-Cap Growth Fund

5,942,218.563

BMO Ultra Short Tax-Free Fund

4,509,282.216

BMO Short Tax-Free Fund

1,726,816.121

BMO Short-Term Income Fund

5,533,258.930

8


Share Ownership Information.As of the Record Date, the officers and directorsBarbara Pope, a director of the Corporation, individually and as a group, owned less than 1%4,240.754 Class I shares, which is approximately 3.41% of eachthe class. No other director or officer of the Corporation held any of the Fund’s outstanding Class Y shares.shares as of the Record Date. Unless otherwise noted below, as of the same date,Record Date, no persons owned of record or are known by the Corporation to own of record or beneficially more than 5% of any Classclass of athe Fund’s outstanding Class Y shares.

 

Fund

 

Name and Address*

 Class of
Shares
  Number of
Shares
  Percent of
Class
 
BMO Large-Cap Value Fund 

Pershing LLC

1 Pershing Plz

Jersey City NJ 07399-0002

  Y   10,212,497.509   86.54
BMO Mid-Cap Value Fund 

Pershing LLC

1 Pershing Plz

Jersey City NJ 07399-0002

  Y   6,381,292.769   51.28
 

Mitra & Co FBO 98 Daily Plans

C/O M&I Trust Co NA

Attn: MF

11270 W Park Place Suite 400

Milwaukee WI 53224-3638

  Y   1,104,880.426   8.88

Fund

 

Name and Address*

 Class of
Shares
  Number of
Shares
  Percent of
Class
 
 

Charles Schwab & Co Inc

Reinvest Account

Attn: Mutual Fund Dept

211 Main St

San Francisco CA94105-1905

  Y   1,023,709.664   8.23
 

National Financial Services LLC

FBO Exclusive Bene of our Customers

Attn: Mutual Funds Dept 4th Fl

499 Washington Blvd

Jersey City NJ 07310-1995

  Y   915,014.501   7.35
BMO Mid-Cap Growth Fund 

Pershing LLC

1 Pershing Plz

Jersey City NJ 07399-0002

  Y   5,007,533.207   79.78
BMO Small-Cap Growth Fund 

Pershing LLC

1 Pershing Plz

Jersey City NJ 07399-0002

  Y   2,224,157.871   37.43
 

National Financial Services LLC

FBO Exclusive Bene of our Customers

Attn Mutual Funds Dept 4th Fl

499 Washington Blvd

Jersey City NJ 07310-1995

  Y   889,865.283   14.97
 

Mitra & Co FBO 98 Daily Plans

C/O M&I Trust Co NA

Attn: MF

11270 W Park Place Suite 400

Milwaukee WI 53224-3638

  Y   834,376.314   14.04
 

Charles Schwab & Co Inc

Reinvest Account

Attn: Mutual Fund Dept

211 Main St

San Francisco CA94105-1905

  Y   414,495.154   6.97
 

AUL American Group

Retirement Annuity

One American Square

PO Box 368

Indianapolis IN 46206-0368

  Y   354,678.083   5.97

Fund

 

Name and Address*

 Class of
Shares
  Number of
Shares
  Percent of
Class
 
BMO Ultra Short Tax-Free Fund 

Pershing LLC

1 Pershing Plz

Jersey City NJ 07399-0002

  Y   2,419,704.739   53.66
 

National Financial Services LLC

FBO Exclusive Bene of our Customers

Attn Mutual Funds Dept 4th Fl

499 Washington Blvd

Jersey City NJ 07310-1995

  Y   685,502.970   15.20
 

Mitra & Co FBO 98

Marshall & Ilsley Trust Oper

C/O BMO Harris Bank NA Attn: MF

11270 W Park Pl Ste 400

Milwaukee WI 53224-3638

  Y   343,719.297   7.62
 

Charles Schwab & Co Inc

Special Custody A/C FBO Customers

Attn: Mutual Fund Dept

211 Main St

San Francisco CA94105-1905

  Y   329,225.088   7.30
 

Soil & Engineering Services Inc

1102 Stewart St

Madison WI 53713-4648

  Y   301,042.815   6.68
BMO Short Tax-Free Fund 

Pershing LLC

1 Pershing Plz

Jersey City NJ 07399-0002

  Y   990,093.963   57.34
 

National Financial Services LLC

FBO Exclusive Bene of our Customers

Attn Mutual Funds Dept 4th Fl

499 Washington Blvd

Jersey City NJ 07310-1995

  Y   472,209.720   27.35
 

Charles Schwab & Co Inc

Reinvest Account

Attn: Mutual Fund Dept

211 Main St

San Francisco CA94105-1905

  Y   211,456.160   12.25

Fund

 

Name and Address*

 Class of
Shares
  Number of
Shares
  Percent of
Class
 
BMO Short-Term Income Fund 

Pershing LLC

1 Pershing Plz

Jersey City NJ 07399-0002

  Y   2,196,234.442   39.70
 

National Financial Services LLC

FBO Exclusive Bene of our Customers

Attn Mutual Funds Dept 4th Fl

499 Washington Blvd

Jersey City NJ 07310-1995

  Y   2,066,967.364   37.36
 

TD Ameritrade Inc for the Exclusive Benefit of our Clients

PO Box 2226

Omaha NE 68103-2226

  Y   386,708.516   6.99
 

Mitra Co FBO 98 Daily Plans

C/O M&I Trust Co NA Attn MF

11270 W Park Pl Ste 400

Milwaukee WI 53224-3638

  Y   375,788.345   6.79

Name and Address*

  Class of
Shares
   Number of
Shares
   Percent of
Class
 
Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638
   Class I    42,594.785    34.26 
Maril & Co FBO 98
c/o Reliance Trust Company (WI)
480 Pilgrim Way Ste 1000
Green Bay WI 54304-5280
   Class I    28,367.475    22.81 

National Financial Services LLC
FBO Our Customers

Attn: Mutual Funds Dept
499 Washington Blvd.
Jersey City, NJ 07310-1995

   Class I    10,607.497    8.53 
LPL Financial
Omnibus Customer Account
Attn Mutual Fund Trading
4707 Executive Dr
San Diego CA 92121-3091
   Class I    10,030.207    8.07 
Charles Schwab & Co Inc
Reinvest Account
Attn: Mutual Fund Dept
211 Main St
San Francisco CA 94105-1905
   Class A    42,821.521    71.48 
Maril & Co FBO 98
c/o Reliance Trust Company (WI)
480 Pilgrim Way Ste 1000
Green Bay WI 54304-5280
   Class A    10,000.000    16.69 
Vanguard Brokerage Services
PO Box 1170
Valley Forge PA 19482-1170
   Class A    4,100.232    6.84 

 

*

The Corporation believes that the entities in the above chart are the holders of record of these shares and are not the beneficial owners of such shares.

9


Any shareholder that owns 25% or more of the outstanding shares of athe Fund or a Classclass of ashares of the Fund may be presumed to “control” (as that term is defined in the 1940 Act) the Fund or that Classclass of the Fund. Shareholders with a controlling interest could affect the outcome of voting or the direction of management of athe Fund. As of the Record Date, the Corporation believes that BMO Harris Bank N.A. and BMO Harris Financial Advisors, Inc., affiliates of the Adviser, held shares of the Funds for the benefit of their customers.

Proxies.Whether you expect to be personally present at the Meetingspecial meeting or not, we encourage you to vote by proxy prior to the special meeting. You can do this in one of three ways. You may complete, date, sign, and return the accompanying proxy card using the enclosed postage prepaid envelope; you may vote by calling1-800-690-6903; or you may vote by Internet by followingin accordance with the instructions noted on the enclosed proxy card. Your shares will be voted as you instruct. Except as provided below, ifIf you simply date, sign, and return the proxy card but no choice is indicated, then your shares will be voted FOR the Proposalproposal and in accordance with the best judgmentdiscretion of the persons named as proxies on such other matters that may properly come before the

Meeting. If your shares are held in an IRA account with UMB Fund Services, Inc. (“UMB”) as custodian, UMB will vote any shares held in the account in accordance with the timely written instructions received. If no timely written voting instructions are received, UMB may vote such unvoted shares as instructed by the Adviser, which may include voting in the same proportion of shares of a Fund for which written voting instructions were timely received by the Fund from the Fund’s other shareholders (i.e., “echo voting”) or in accordance with the recommendations of the Board.

special meeting. Any shareholder giving a proxy may revoke it before it is exercised at the Meetingspecial meeting by submitting to the Secretary of the Corporation a written notice of revocation or a subsequently signed proxy card (i.e.(i.e., a later-dated proxy), or by attending the Meetingspecial meeting and voting in person. A prior proxy can also be revoked through the website ortoll-free telephone number listed on the enclosed proxy card. If not so revoked, the shares represented by the proxy will be cast at the Meetingspecial meeting and any adjournments or postponements thereof. Attendance by a shareholder at the Meetingspecial meeting does not, in itself, revoke a proxy. Proxy cards and written notices of revocation must be received by the FundsFund prior to the special meeting.

Quorum.In order to transact business at the Meeting,meeting, a quorum must be present. Under the Articles of Incorporation, a quorum is constituted by the presence in person or by proxy ofone-third of athe Fund’s shares outstanding entitled to vote at the Meeting.meeting. Accordingly, for purposes of the Meeting,meeting, a quorum will be constituted by the presence in person or by proxy ofone-third of the outstanding Class Y shares of athe Fund entitled to vote as of March 14, 2017, the Record Date. In the event that a quorum is not present at the Meeting,meeting, or if a quorum is present but sufficient votes to approve the Proposalproposal are not received, the persons named as proxies may propose one or more adjournments of the Meetingmeeting to a date within a reasonable time after the Record Date to permit further solicitation of proxies with respect to the Proposal.proposal. Any such adjournment will require the affirmative vote of a majority of the votes cast on the question in person or by proxy at the session of the Meetingmeeting to be adjourned. TheWhen voting on a proposed adjournment, the persons named as proxies will vote those proxies that they are entitled to vote FOR the Proposalproposal in favor of such adjournment and will vote those proxies required to be voted AGAINST the Proposalproposal against such adjournment. They will vote, in their discretion, shares represented by proxies that reflect abstentions and “brokernon-votes.”

Required Vote.In order for the proposal to be approved, the votes cast in favor of the proposal must exceed the votes cast against the proposal. Shares of all classes of

10


the Fund will vote together as a single class. A vote in favor of the proposal is a vote in favor of an amendment to the Articles of Incorporation to terminate the Fund as a series of the Corporation pursuant to the Plan.

Abstentions and BrokerNon-Votes.For purposes of determining the presence of a quorum for transacting business at the Meeting,meeting, abstentions will be treated as shares that are present and entitled to vote and will have the effect of a “no” vote for purposes of obtaining the requisite approval for the Proposal.proposal.

A brokernon-vote occurs in connection with a shareholder meeting when the shareholders are asked to consider both “routine” and “non-routine”“non-routine” proposals. In such a case, if a broker-dealer votes on the “routine” proposal but does not vote on the “non-routine”“non-routine” proposal because (a) the shares entitled to cast the vote are held by the broker-dealer in “street name” for the beneficial owner, (b) the broker-dealer lacks

discretionary authority to vote the shares, and (c) the broker-dealer has not received voting instructions from the beneficial owner, a brokernon-vote is said to occur with respect to the “non-routine”“non-routine” proposal. Because the only proposal is a “non-routine”“non-routine” matter, it is unlikely that there will be any brokernon-votes at the Meeting.meeting. Brokernon-votes would otherwise have the same effect as abstentions (that is, they would be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum and as if they were votes against the Proposal)proposal).

Required Vote. Class Y shareholders of each Fund will vote separately for purposes of approving an amendment to the Articles to effect the Conversion and to terminate Class Y shares of the Funds, as described in the Plan. In order for the Proposal to be approved, it must be approved by the holders of a “majority of the outstanding voting securities” of a Fund. The term “majority of the outstanding voting securities,” as defined in the 1940 Act and as used in this Proxy Statement, means: the affirmative vote of the lesser of (i) 67% of the voting securities of the Class Y shares present at the Meeting if more than 50% of the outstanding voting securities of the Class Y shares are present in person or by proxy; or (ii) more than 50% of the outstanding voting securities of the Class Y shares. A vote in favor of the Proposal is a vote in favor of an amendment to the Articles to redesignate and convert the Class Y shares of your Fund into Class A shares of the Fund and to terminate the Class Y shares of the Funds, as described in the Plan.

Method and Cost of Proxy Solicitation. The Board is making the solicitation of proxies. Proxies will be solicited by the Corporation primarily by mail butmail. The solicitation may also include telephone, facsimile, Internet, or oral communication by certain officers or employees of the Corporation, the Adviser, or Boston Financial Data Services,SS&C Technologies, Inc. (the Funds’Fund’s transfer agent) who will not be paid for these services. Broadridge Financial Solutions, Inc., 51 Mercedes Way,1155 Long Island Avenue, Edgewood, New York 11717, has been retained to assist in the tabulation of proxies. Any telephonic solicitations will follow procedures designed to ensure accuracy and prevent fraud, including requiring identifying shareholder information and recording the shareholder’s instruction. The Adviser or its affiliates will bear the costs of the Meeting,special meeting, including legal costs, printing and mailing costs, and the costs of the solicitation of proxies. The Adviser or its affiliates will also reimburse brokers and other nominees for their reasonable expenses in communicating with persons for whom they hold shares of the Fund.

Householding.The SEC has adopted rules that permit investment companies, such as the Corporation, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as “householding,” could result in extra convenience and cost savings for athe Fund and its shareholders. If you participate in householding and unless the Fund has received contrary instructions, only one copy of this Proxy Statement will be mailed to two or more shareholders who share an address. If you need additional copies, do not want your mailings to be householded or would like your mailings

11


householded in the

future, please call1-800-236-FUND (3863) or write to us at 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202. Copies of this Proxy Statement will be delivered to you promptly upon oral or written request.

Copies of the Funds’Fund’s most recent annual and semi-annual reports dated August 31, 20162019 and February 28, 2016,2019, respectively, are available without charge upon request to the FundsFund at 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202, on the Funds’Fund’s website at www.bmofunds.com or by calling BMO Funds U.S. Services, toll-free, at1-800-236-FUND.

Service Providers

SERVICE PROVIDERS

BMO Asset Management Corp., 115 South LaSalle Street, Chicago, Illinois 60603, serves as investment adviser, administrator, and shareholder servicing agent to the Funds. BMO HarrisFund. State Street Bank N.A., 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin, 53202, an affiliate of the Adviser,and Trust Company, 1 Iron Street, Boston, Massachusetts 02210, serves as securities lendingcustodian, portfolio accounting services agent toandsub-administrator for the Funds and as custodian to the BMO Equity Funds and BMO Fixed Income Funds.Fund. BMO Investment Distributors, LLC, 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202, an affiliate of the Adviser, serves as the distributor to the Funds. UMB Fund Services, Inc., 285 West Galena Street, Milwaukee, Wisconsin 53212, serves assub-administrator for the Funds and as portfolio accounting services agent for certain of the Funds.Fund. The Funds’Fund’s transfer agent and dividend disbursing agent is Boston Financial Data Services,SS&C Technologies, Inc. (formerly, DST Asset Manager Solutions, Inc.), 2000 Crown Colony Drive, Quincy, Massachusetts 02171. Legal counsel to the FundsFund is Stradley, Ronon, Stevens & Young, LLP, 2005 Market Street, Suite 2600, Philadelphia, Pennsylvania 19103. The independent registered public accounting firm to the FundsFund is KPMG LLP, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.191 West Nationwide Blvd, Suite 500, Columbus, Ohio 43215.

Future Meetings; Shareholder Proposals

FUTURE MEETINGS; SHAREHOLDER PROPOSALS

The Corporation generally is not required to hold annual meetings of shareholders and the Corporation generally does not hold a meeting of shareholders in any year unless certain specified shareholder actions such as election of directors or approval of a new advisory agreement are required to be taken under the 1940 Act or the Corporation’s Articles of Incorporation or the Corporation’sBy-Laws. By observing this policy, the Corporation seeks to avoid the expenses customarily incurred in the preparation of proxy materials and the holding of shareholder meetings.

A shareholder desiring to submit a proposal intended to be presented at any meeting of shareholders of the Corporation hereafter called should send the proposal to the Secretary of the Corporation at the Corporation’s principal offices within a reasonable time before the solicitation of the proxies for such meeting.meeting (i.e., before the Corporation begins to print and send its proxy materials). Shareholders who wish to recommend a nominee for election to the Board may do so by submitting the appropriate information about the candidate to the Corporation’s Secretary. The mere submission of a proposal by a shareholder does not guarantee that such proposal

will be included in the Proxy Statement because certain rules under the federal securities

12


laws must be complied with before inclusion of the proposal is required. Also, the submission does not mean that the proposal will be presented at the meeting. For a shareholder proposal to be considered at a shareholder meeting, it must be a proper matter for consideration under Wisconsinapplicable law.

By Order of the Board of Directors,

Michael J. Murphy, Secretary

BMO Funds, Inc.

Milwaukee, Wisconsin

March 24, 2017November 18, 2019

13


AnnexANNEX A

Plan of Redesignation and ConversionPLAN OF LIQUIDATION

BMO FUNDS, INC.

PLAN OF REDESIGNATION AND CONVERSIONLIQUIDATION OF THE BMO GLOBAL LONG/SHORT EQUITY FUND

WHEREAS,This Plan of Liquidation (the “Plan”) of the Board of DirectorsBMO Global Long/Short Equity Fund (the “Fund”), a series of BMO Funds, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Wisconsin and anopen-end “series” management investment company hasregistered under the Investment Company Act of 1940, as amended (the “1940 Act”), is intended to accomplish the complete liquidation of the Fund in conformity with the laws of the State of Wisconsin.

WHEREAS, on November 6, 2019, the Corporation’s Board of Directors (the “Board”) determined that it is in the best interestsinterest of the following BMO funds (the “Funds”)Fund and theirits shareholders to redesignatethat the Fund be liquidated and convertterminated as a series of the Funds’ Investor Class (Series Y) shares into Class A (Series A) shares,Corporation, subject to approval ofby the shareholders of the FundsFund in accordance with the Wisconsin Business Corporation Law (the “WBCL”(“WBCL”):

BMO Large-Cap Value Fund

BMO Mid-Cap Growth Fund

BMO Mid-Cap Value Fund

BMO Small-Cap Growth Fund

BMO Short-Term Income Fund

BMO Short-Tax Free Fund

BMO Ultra Short Tax-Free Fund;

WHEREAS, the Investor Class (Series Y)adoption of this Plan is consideredintended to constitute the adoption of a “series”plan of liquidation within the meaning of Section 331 or Section 332, as applicable, of the Funds for purposesInternal Revenue Code of 1986, as amended (the “Code”); and

WHEREAS, the WBCL.Board has considered and approved this Plan as the method of liquidating the Fund.

NOW, THEREFORE, in considerationthe liquidation of these premises, the Board of Directors hereby adopts this Plan of Redesignation and Conversion for Series Y shares of the Funds.

FIRST: The Corporation’s Articles of Incorporation, as amended (the “Articles”) shall be amended to redesignate and convert all of the Series Y shares of the Funds into Series A shares of the same Funds.

SECOND: The following provisions shall apply in order to effectuate the redesignation and conversion of each Fund’s Series Y shares:

(A)    As of the Redesignation and Conversion Date (as defined below), all of the issued and outstanding Series Y shares of a Fund shall automatically be redesignated and converted into that number of full and fractional Series A shares of the same Fund having an aggregate net asset value equal to the aggregate net asset value of the Series Y shares of the Fund.

The aggregate value of the net assets of each Fund’s Series Y shares shall be determined in accordance with the Fund’s valuation procedures and the Fund’s then-current Prospectus or Statement of Additional Information, as of 4:00 p.m. (Central Time) on the Redesignation and Conversion Date (after the declaration

and payment of any dividends and/or other distributions on that date) (the “Valuation Time”).

In the event that immediately prior to the Valuation Time (a) the New York Stock Exchange or another primary trading market for portfolio securities of a Fund is closed for trading or trading thereupon is restricted, or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Funds’ investment adviser, BMO Asset Management Corp. (the “Adviser”), accurate appraisal of a Fund’s value of its net assets is not reasonably practicable, the Redesignation and Conversion Date shall be postponed to such later date as determined by the Adviser.

All computations of value hereunder shall be made by or under the direction of the Funds’ accounting agent in accordance with its regular practice and the requirements of the Investment Company Act of 1940, as amended.

(B)    Upon the redesignation and conversion described above, the holders of Series Y shares of a Fund shall be deemed to own, as ofcarried out in the Redesignation and Conversion Date, that number of full and fractional Series A shares of the same Fund as may be allocated to such shareholders on a pro rata basis.

(C)    Upon the redesignation and conversion described above, all of the assets and liabilities of a Fund allocated or to be allocated to the Series Y shares of the Fund prior to the Redesignation and Conversion Date shall, from and after the Redesignation and Conversion Date, be deemed to constitute and shall be allocated to the assets and liabilities of the Series A shares of the same Fund.

(D)    Upon the redesignation and conversion described above, all issued and outstanding Series Y shares of the Funds will be cancelled on the books of the Corporation and ownership of Series A shares of a Fund by the former holders of Series Y shares of the Fund will be shown on the books of the Corporation.

(E)    As of the Redesignation and Conversion Date, all unissued Series Y shares of a Fund shall automatically be redesignated and converted into Series A shares of the same Fund.

(F)    Prior to the Redesignation and Conversion Date, the Corporation shall file one or more amendments to the Articles with the Wisconsin Department of Financial Institutions, to be effective on the Redesignation and Conversion Date, to redesignate and convert the Series Y shares of the Funds into Series A shares of the Funds.

THIRD: The Plan of Redesignation and Conversion shall become effective following shareholder approval of the proposal to amend the Corporation’s Articles to redesignate and convert the Series Y shares of each Fund to Series A shares of the

Fund and to terminate the Series Y shares of the Funds a meeting of each Fund’s Series Y shareholders called for the purpose of voting upon the proposal.

FOURTH: The Redesignation and Conversion Date shall be on June 2, 2017, after the close of business, or such other date after the close of business as may be determined by the Adviser (the “Redesignation and Conversion Date”). All appropriate book and tax accounting entries shall be made to reflect these transactions.

FIFTH: Notwithstanding anything to the contrary contained herein, the Board of Directors may, for any reason, terminate this Plan of Redesignation and Conversion with respect to one or more Funds at any time prior to the Redesignation and Conversion Date.

SIXTH: Notwithstanding anything to the contrary contained herein, any provision of this Plan of Redesignation and Conversion which is prohibited or unenforceable as to a Fund shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. There shall be substituted for such provision so rendered ineffective a provision which, as far as legally possible, most nearly reflects the intent of the Board of Directors.

Annex B

Fees and Expenses of Class Y and Class A Shares

The tables below show the fees and expenses for the Class Y shares of the Funds compared to those of the Class A shares of the Funds (based on the fiscal year ended August 31, 2016) and the pro forma fees and expenses of the Class A shares of the Funds assuming the Conversion had occurred on the first day of the fiscal year ended August 31, 2016.

BMO Large-Cap Value Fundmanner hereinafter set forth:

 

   Class Y
(Current)
  Class A
(Current)
  Class A
(Pro Forma)
 

Shareholder Fees (fees paid directly from your investment)

    

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)

   None   5.00  5.00

Maximum Deferred Sales Charge (Load) (as a percentage of shares redeemed within 18 months of purchase)1

   None   1.00  1.00

Redemption Fee

   None   None   None 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

    

Management Fees

   0.50  0.50  0.50

Distribution (12b-1) Fees

   None   0.25  0.25

Other Expenses

   0.53  0.28  0.28
  

 

 

 

Total Annual Fund Operating Expenses

   1.03  1.03  1.03

Fee Waiver and Expense Reimbursement2

   (0.03%)   (0.03)%   (0.03)% 
  

 

 

 

Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement2

   1.00  1.00  1.00

BMO Mid-Cap Value Fund

   Class Y
(Current)
  Class A
(Current)
  Class A
(Pro Forma)
 

Shareholder Fees (fees paid directly from your investment)

    

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)

   None   5.00  5.00

Maximum Deferred Sales Charge (Load) (as a percentage of shares redeemed within 18 months of purchase)1

   None   1.00  1.00

Redemption Fee

   None   None   None 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

    

Management Fees

   0.69  0.69  0.69

Distribution (12b-1) Fees

   None   0.25  0.25

Other Expenses

   0.54  0.29  0.29
  

 

 

 

Total Annual Fund Operating Expenses

   1.23  1.23  1.23

BMO Mid-Cap Growth Fund

   Class Y
(Current)
  Class A
(Current)
  Class A
(Pro Forma)
 

Shareholder Fees (fees paid directly from your investment)

    

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)

   None   5.00  5.00

Maximum Deferred Sales Charge (Load) (as a percentage of shares redeemed within 18 months of purchase)1

   None   1.00  1.00

Redemption Fee

   None   None   None 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

    

Management Fees

   0.69  0.69  0.69

Distribution (12b-1) Fees

   None   0.25  0.25

Other Expenses

   0.60  0.35  0.35

Acquired Fund Fees and Expenses3

   0.01  0.01  0.01
  

 

 

 

Total Annual Fund Operating Expenses

   1.30  1.30  1.30

Fee Waiver and Expense Reimbursement4

   (0.05%)   (0.05%)   (0.05%) 
  

 

 

 

Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement4

   1.25  1.25  1.25

BMO Small-Cap Growth Fund

   Class Y
(Current)
  Class A
(Current)
  Class A
(Pro Forma)
 

Shareholder Fees (fees paid directly from your investment)

    

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)

   None   5.00  5.00

Maximum Deferred Sales Charge (Load) (as a percentage of shares redeemed within 18 months of purchase)1

   None   1.00  1.00

Redemption Fee

   None   None   None 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

    

Management Fees

   0.69  0.69  0.69

Distribution (12b-1) Fees

   None   0.25  0.25

Other Expenses

   0.48  0.23  0.23
  

 

 

 

Total Annual Fund Operating Expenses

   1.17  1.17  1.17

BMO Ultra Short Tax-Free Fund

   Class Y
(Current)
  Class A
(Current)
  Class A
(Pro Forma)
 

Shareholder Fees (fees paid directly from your investment)

    

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)

   None   2.00  2.00

Maximum Deferred Sales Charge (Load) (as a percentage of shares redeemed within 18 months of purchase)1

   None   0.55  0.55

Redemption Fee

   None   None   None 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

    

Management Fees

   0.16  0.16  0.16

Distribution (12b-1) Fees

   None   0.25  0.25

Other Expenses

   0.48  0.23  0.23
  

 

 

 

Total Annual Fund Operating Expenses

   0.64  0.64  0.64

Fee Waiver and Expense Reimbursement5

   (0.09%)   (0.09%)   (0.09%) 
  

 

 

 

Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement5

   0.55  0.55  0.55

BMO Short Tax-Free Fund

   Class Y
(Current)
  Class A
(Current)
  Class A
(Pro Forma)
 

Shareholder Fees (fees paid directly from your investment)

    

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)

   None   2.00  2.00

Maximum Deferred Sales Charge (Load) (as a percentage of shares redeemed within 18 months of purchase)1

   None   0.55  0.55

Redemption Fee

   None   None   None 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

    

Management Fees

   0.20  0.20  0.20

Distribution (12b-1) Fees

   None   0.25  0.25

Other Expenses

   0.57  0.32  0.32

Acquired Fund Fees and Expenses3

   0.01  0.01  0.01
  

 

 

 

Total Annual Fund Operating Expenses

   0.78  0.78  0.78

Fee Waiver and Expense Reimbursement5

   (0.22%)   (0.22%)   (0.22%) 
  

 

 

 

Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement5

   0.56  0.56  0.56

BMO Short-Term Income Fund

   Class Y
(Current)
  Class A
(Current)
  Class A
(Pro Forma)
 

Shareholder Fees (fees paid directly from your investment)

    

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)

   None   2.00  2.00

Maximum Deferred Sales Charge (Load) (as a percentage of shares redeemed within 18 months of purchase)1

   None   0.55  0.55

Redemption Fee

   None   None   None 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

    

Management Fees

   0.19  0.19  0.19

Distribution (12b-1) Fees

   None   0.25  0.25

Other Expenses

   0.51  0.26  0.26

Acquired Fund Fees and Expenses3

   0.02  0.02  0.02
  

 

 

 

Total Annual Fund Operating Expenses

   0.72  0.72  0.72

Fee Waiver and Expense Reimbursement6

   (0.10%)   (0.10%)   (0.10%) 
  

 

 

 

Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement6

   0.62  0.62  0.62

(1)1.

Effective Date of Plan. The Maximum Deferred Sales Charge on Class A sharesPlan shall become effective upon shareholder approval of the proposal to amend the Corporation’s Articles of Incorporation, as amended, to liquidate and dissolve the Fund pursuant to the Plan at a meeting of shareholders called for the purpose of voting upon the proposal. In accordance with Sections 180.1003(3)(b) and 180.0725(3) of the WBCL, the proposal shall be approved if the votes cast in favor of the proposal exceed the votes cast against the proposal. The day of such approval is applied only to purchases of $1,000,000 or more that are redeemed within 18 months of purchase.hereinafter called the “Effective Date.”

 

(2)2.

BMO Asset Management Corp. (Adviser) has agreed to waiveCessation of Business. As of the close of trading on the New York Stock Exchange on December 23, 2019 or reducesuch other date as determined by the officers of the Fund (the “Liquidation Time”), the Fund shall cease its business as a series fund of a registered investment advisory feecompany and reimburse expenses toshall not engage in any business activities except for the extent necessary to prevent total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs, and extraordinary expenses, such as litigation and other expenses not incurred inpurposes of winding up its business affairs, selling or disposing of its assets, discharging or making reasonable provision for the ordinary coursepayment of all of the Fund’s business,liabilities as provided for in Section 4 below, and Acquired Fund Fees and Expenses) from exceeding 1.00% for Class Y and Class A Shares through December 31, 2017. This expense limitation agreement may not be terminated prior to December 31, 2017 without

A-1


distributing its remaining assets of each class ratably among the consentshareholders of the Fund’s Boardoutstanding shares of Directors, unless terminated due to the termination of the investment advisory agreement.that class, in accordance with this Plan.

 

(3)3.

AcquiredFixing of Interests and Closing of Books. The proportionate interests of the shareholders in the assets of the Fund, Fees and their rights to receive redemption payments and subsequent distributions, shall be fixed on the basis of their respective holdings at the Liquidation Time. At the Liquidation Time, the books of the Fund shall be closed.

4.

Liquidation of Fund Assets and Payment of Debts. As soon as is reasonable and practicable after the Effective Date, any remaining portfolio securities of the Fund shall be converted to cash or cash equivalents. As soon as practicable after the Effective Date, the Corporation shall pay, or make reasonable provision to pay, in full all known or reasonably ascertainable liabilities of the Fund incurred or expected to be incurred prior to the date of the final liquidating distribution provided for in Section 5 below.

5.

Liquidating Distributions. As soon as is reasonable and practicable after the Liquidation Time, the Corporation shall mail to each shareholder of record at the Liquidation Time: (a) one or more liquidating distributions equal in the aggregate to the shareholder’s proportionate interest in the excess of the assets of the Fund over the liabilities of the Fund as of the Liquidation Time; and (b) information concerning the sources of each liquidating distribution. Any accrued income or gains will be distributed as part of the liquidating distribution. Upon the mailing of the final liquidating distribution, all outstanding shares of the Fund will be deemed redeemed and canceled. In the event that the Fund receives assets following the date of its termination (e.g., through the payment of settlement proceeds), BMO Asset Management Corp. (the “Adviser”), the investment adviser to the Fund, agrees to use commercially reasonable efforts to ensure that such assets are distributed to each shareholder of record as of the Liquidation Time in an amount equal to the shareholder’s proportionate interest in the Fund as of the Liquidation Time. If the Corporation is unable to make distributions to all of the Fund’s shareholders because of an inability to locate shareholders to whom distributions are payable, the Board may create, in the name and on behalf of the Corporation, an account with a financial institution and, subject to applicable abandoned property laws, deposit any of the Fund’s remaining assets in the account for the benefit of the shareholders that cannot be located. The expenses of the account, if any, shall be charged against the assets therein.

6.

Satisfaction of Federal Income and Excise Tax Distribution Requirements. If necessary, the Corporation shall have, by the Liquidation Time, declared and paid a distribution or distributions which, together with all previous such distributions, shall have the effect of distributing to the Fund’s shareholders all of the Fund’s investment company taxable income for the taxable years ending at or prior to the Liquidation Time (computed without regard to any deduction for dividends paid),

A-2


and all of the Fund’s net capital gain, if any, realized in the taxable years ending at or prior to the Liquidation Time (after reduction for any available capital loss carry-forward) and any additional amounts necessary to avoid any federal income or excise tax for such periods. Alternatively, the Fund may, if eligible, treat all or any portion of the amounts to be distributed pursuant to this Section 6 as having been paid out as part of the liquidating distributions made to Fund shareholders pursuant to Section 5.

7.

Expenses representof the pro rata expense indirectlyLiquidation of the Fund. The Adviser or an affiliate shall bear all of the costs incurred in carrying out this Plan. In addition, no reserve shall be established by the Fund to discharge any contingent or unforeseen liabilities or obligations of the Fund that might remain after the date of the final liquidating distribution, it being understood that any such liabilities or obligations shall be the responsibility of the Adviser.

8.

Articles of Amendment. The officers of the Corporation shall file an amendment to the Corporation’s Articles of Incorporation to terminate the Fund as a resultseries of its investment in other investment companies. Total Annual Fund Operating Expenses shown will not correlatethe Corporation under Wisconsin law to be effective at or after the Fund’s ratio of expenses to average net assets appearing in the Financial Highlights tables, which do not include Acquired Fund Fees and Expenses.Liquidation Time.

 

(4)9.

BMO Asset Management Corp. (Adviser) has agreed to waive or reduce its investment advisory fee and reimburse expensesPower of Directors. In addition to the extentgeneral power of the directors of the Corporation under Wisconsin law, the Board, and subject to the discretion of the Board, the officers of the Corporation, shall have authority to do or authorize any or all acts and things as they may consider necessary or desirable to prevent total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs,carry out the purposes of the Plan, including, without limitation, the execution and extraordinary expenses, such as litigationfiling of all certificates, documents, information returns, tax returns, forms and other expenses not incurred inpapers which may be necessary or appropriate to implement the ordinary coursePlan or which may be required by the provisions of Wisconsin law, the 1940 Act or the Securities Act of 1933, as amended, or the Code. The Board shall have the authority to authorize such variations from, or amendments of, the Fund’s business, and Acquired Fund Fees and Expenses) from exceeding 1.24% for Class Y and Class A Shares through December 31, 2017. This expense limitation agreement may not be terminated prior to December 31, 2017 without the consentprovisions of the Fund’s Board of Directors, unless terminated duePlan (other than the terms governing liquidating distributions) as may be necessary or appropriate to effect the terminationliquidation of the investment advisory agreement.Fund and the distribution of its net assets to shareholders in accordance with the purposes to be accomplished by the Plan.

 

(5)

Accepted and agreed as to Sections 5 and 7:

BMO Asset Management Corp. (Adviser) has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs, and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business, and Acquired Fund Fees and Expenses) from exceeding 0.55% for Class Y and Class A Shares through December 31, 2017. This expense limitation agreement may not be terminated prior to December 31, 2017 without the consent of the Fund’s Board of Directors, unless terminated due to the termination of the investment advisory agreement.

(6)BMO Asset Management Corp. (Adviser) has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs, and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business, and Acquired Fund Fees and Expenses) from exceeding 0.60% for Class Y and Class A Shares through December 31, 2017. This expense limitation agreement may not be terminated prior to December 31, 2017 without the consent of the Fund’s Board of Directors, unless terminated due to the termination of the investment advisory agreement.
By:

Name:

Title:

A-3


Annex CANNEX B

Expense Examples

These examples are intended to help you compare the cost of investing in a Fund with the cost of investing in other funds. The examples assume that you invest $10,000 in a Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The examples also assume that your investment has a 5% return each year and that each Fund’s operating expenses are as shown in the tables and remain the same. The costs in the one-year examples and for the first year of the three-, five-, and ten-year examples reflect the Adviser’s agreement to waive fees and reimburse expenses through December 31, 2017 to the extent such waiver or reimbursement is necessary to prevent a Fund’s total operating expenses from exceeding the agreed upon expense cap. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:

BMO Large-Cap Value Fund

   Class Y   Class A   

Class A

(Pro Forma)

 

1 Year

  $102   $597   $597 

3 Years

  $325   $809   $809 

5 Years

  $566   $1,037   $1,037 

10 Years

  $1,257   $1,694   $1,694 

BMO Mid-Cap Value Fund

   Class Y   Class A   

Class A

(Pro Forma)

 

1 Year

  $125   $619   $619 

3 Years

  $390   $871   $871 

5 Years

  $676   $1,142   $1,142 

10 Years

  $1,489   $1,914   $1,914 

BMO Mid-Cap Growth Fund

   Class Y   Class A   

Class A

(Pro Forma)

 

1 Year

  $127   $621   $621 

3 Years

  $407   $887   $887 

5 Years

  $708   $1,173   $1,173 

10 Years

  $1,563   $1,985   $1,985 

BMO Small-Cap Growth Fund

   Class Y   Class A   

Class A

(Pro Forma)

 

1 Year

  $119   $613   $613 

3 Years

  $372   $853   $853 

5 Years

  $644   $1,111   $1,111 

10 Years

  $1,420��  $1,849   $1,849 

BMO Ultra Short Tax-Free Fund

   Class Y   Class A   

Class A

(Pro Forma)

 

1 Year

  $56   $255   $255 

3 Years

  $196   $392   $392 

5 Years

  $348   $541   $541 

10 Years

  $790   $974   $974 

BMO Short Tax-Free Fund

   Class Y   Class A   

Class A

(Pro Forma)

 

1 Year

  $57   $256   $256 

3 Years

  $227   $423   $423 

5 Years

  $412   $603   $603 

10 Years

  $946   $1,127   $1,127 

BMO Short-Term Income Fund

   Class Y   Class A   

Class A

(Pro Forma)

 

1 Year

  $63   $262   $262 

3 Years

  $220   $416   $416 

5 Years

  $391   $583   $583 

10 Years

  $885   $1,067   $1,067 

Annex D

Form of Articles AmendmentFORM OF ARTICLES AMENDMENT

TO BE EFFECTIVE AT 4:0011:59 P.M., CENTRAL TIME,CST, ON JUNE 2, 2017 (THE “EFFECTIVE TIME”)DECEMBER 23 2019

BMO FUNDS, INC.

AMENDMENT NO. [50]58

TO

ARTICLES OF INCORPORATION

The undersigned officer of BMO Funds, Inc. (the “Corporation”) hereby certifies that in accordance with SectionsSection 180.1003 of the Wisconsin Statutes, the following Amendment toof the Corporation’s Articles of Incorporation, as amended (the “Articles”), was duly adopted to terminateremove the existing series Y sharesBMO Global Long/Short Equity Fund as a class of the following funds: BMO Large-Cap Value Fund, BMO Mid-Cap Growth Fund, BMO Mid-Cap Value Fund, BMO Small-Cap Growth Fund, BMO Short-Term Income Fund, BMO Short Tax-Free Fund, and BMO Ultra Short Tax-Free Fund.Corporation.

“The Articles are hereby amended as follows:

Section (a) of Article IV is hereby amended by deleting section (a) thereof and inserting the following as a new paragraph:

‘(a)    The Corporation is authorized to issue an indefinite number of shares of common stock, par value $.0001 per share. Subject to the following paragraph, the authorized shares are classified as follows:

 

CLASS

 SERIES  AUTHORIZED NUMBER
OF SHARES
 

Investor Class

  

BMO MortgageStrategic Income Fund

Series YIndefinite

BMO Mid-Cap Growth Fund

  Series Y   Indefinite 

BMO Prime Money Market Fund

  Series Y   Indefinite 

BMO Government Money Market Fund

  Series Y   Indefinite 

BMOLarge-Cap Growth Fund

  Series Y   Indefinite 

BMO IntermediateTax-Free Fund

  Series Y   Indefinite 

Marshall International Stock Fund

Series YIndefinite

BMOTax-Free Money Market Fund

  Series Y   Indefinite 

BMO TCH Core Plus Bond Fund

  Series Y   Indefinite 

BMO TCH Corporate Income Fund

Series YIndefinite

BMO Pyrford International Stock Fund

  Series Y   Indefinite 

BMO Growth Allocation Fund

  Series Y   Indefinite 

BMO Aggressive Allocation Fund

  Series Y   Indefinite 

BMO Conservative Allocation Fund

  Series Y   Indefinite 

BMO Balanced Allocation Fund

Series YIndefinite

BMO Moderate Allocation Fund

Series YIndefinite

BMO Institutional Prime Money Market Fund

Series YIndefinite

B-1


CLASS

 SERIES AUTHORIZED NUMBER
OF SHARES
 

BMO Balanced Allocation Fund

Series YIndefinite

BMO Moderate Allocation Fund

Series YIndefinite

BMO In-Retirement Fund

Series YIndefinite

BMO Target Retirement 2020 Fund

Series YIndefinite

BMO Target Retirement 2030 Fund

Series YIndefinite

BMO Target Retirement 2040 Fund

Series YIndefinite

BMO Target Retirement 2050 Fund

Series YIndefinite

BMO Target Retirement 2015 Fund

Series YIndefinite

BMO Target Retirement 2025 Fund

Series YIndefinite

BMO Target Retirement 2035 Fund

Series YIndefinite

BMO Target Retirement 2045 Fund

Series YIndefinite

BMO Target Retirement 2055 Fund

Series YIndefinite

BMO Institutional Prime Money Market Fund

Series YIndefinite

Institutional Class

  

BMO Mortgage Income Fund

Series IIndefinite

BMO TCH IntermediateStrategic Income Fund

 Series I  Indefinite 

BMO Short-Term Income Fund

 Series I  Indefinite 

BMOSmall-Cap Growth Fund

 Series I  Indefinite 

BMOMid-Cap Growth Fund

 Series I  Indefinite 

BMOMid-Cap Value Fund

 Series I  Indefinite 

BMOLarge-Cap Growth Fund

 Series I  Indefinite 

BMOLarge-Cap Value Fund

 Series I  Indefinite 

BMO LGM Emerging Markets Equity Fund

 Series I  Indefinite 

BMO TCH Core Plus Bond Fund

 Series I  Indefinite 

BMO TCH Corporate Income Fund

 Series I  Indefinite 

BMO Ultra ShortTax-Free Fund

 Series I  Indefinite 

BMO IntermediateTax-Free Fund

 Series I  Indefinite 

Marshall International Stock Fund

Series IIndefinite

BMOSmall-Cap Value Fund

 Series I  Indefinite 

BMO Dividend Income Fund

 Series I  Indefinite 

BMO Monegy High Yield Bond Fund

 Series I  Indefinite 

BMO Pyrford International Stock Fund

 Series I  Indefinite 

BMO Low Volatility Equity Fund

 Series I  Indefinite 

BMO ShortTax-Free Fund

Series IIndefinite

BMO TCH Emerging Markets Bond Fund

 Series I  Indefinite 

BMO Growth Allocation Fund

 Series I  Indefinite 

BMO Aggressive Allocation Fund

 Series I  Indefinite 

BMO Conservative Allocation Fund

 Series I  Indefinite 

BMO Balanced Allocation Fund

 Series I  Indefinite 

BMO Moderate Allocation Fund

 Series I  Indefinite 

BMO Global Low Volatility Equity Fund

 Series I  Indefinite 

BMOSmall-Cap Core Fund

 Series I  Indefinite

CLASS

SERIESAUTHORIZED NUMBER
OF SHARES
 

BMO Alternative Strategies Fund

 Series I  Indefinite 

BMO Disciplined International Equity Fund

Series IIndefinite

BMO Global Long/Short Equity Fund

 Series I  Indefinite 

Class A

  

BMO Low Volatility Equity Fund

 Series A  Indefinite 

BMO Dividend Income Fund

 Series A  Indefinite 

BMOLarge-Cap Value Fund

 Series A  Indefinite 

BMOLarge-Cap Growth Fund

 Series A  Indefinite 

BMOMid-Cap Value Fund

 Series A  Indefinite 

BMOMid-Cap Growth Fund

 Series A  Indefinite 

BMOSmall-Cap Value Fund

 Series A  Indefinite 

BMOSmall-Cap Core Growth Fund

 Series A  Indefinite 

BMOSmall-Cap Growth Core Fund

 Series A  Indefinite 

BMO Global Low Volatility Equity Fund

 Series A  Indefinite 

BMO Pyrford International Stock Fund

 Series A  Indefinite 

BMO LGM Emerging Markets Equity Fund

 Series A  Indefinite 

BMO TCH Emerging Markets BondUltra ShortTax-Free Fund

 Series A  Indefinite 

B-2


BMO Ultra Short Tax-Free FundCLASS

 Series ASERIES IndefiniteAUTHORIZED NUMBER
OF SHARES
 

BMO ShortTax-Free Fund

 Series A  Indefinite 

BMO Short-Term Income Fund

 Series A  Indefinite 

BMO IntermediateTax-Free Fund

 Series A  Indefinite 

BMO Mortgage Income Fund

Series AIndefinite

BMO TCH IntermediateStrategic Income Fund

 Series A  Indefinite 

BMO TCH Corporate Income Fund

 Series A  Indefinite 

BMO TCH Core Plus Bond Fund

 Series A  Indefinite 

BMO Monegy High Yield Bond Fund

 Series A  Indefinite 

BMO Alternative Strategies Fund

 Series A  Indefinite 

BMO Disciplined International Equity Fund

Series AIndefinite

BMO Global Long/Short Equity Fund

 Series A  Indefinite 

Class R3

  

BMO Growth Allocation Fund

 Series R3  Indefinite 

BMO Aggressive Allocation Fund

 Series R3  Indefinite 

BMO Conservative Allocation Fund

 Series R3  Indefinite 

BMO Balanced Allocation Fund

 Series R3  Indefinite 

BMO Moderate Allocation Fund

 Series R3  Indefinite 
Class R6

BMO In-RetirementGrowth Allocation Fund

 Series R3R6  Indefinite 

BMO Target Retirement 2020Aggressive Allocation Fund

 Series R3R6  Indefinite 

BMO Target Retirement 2030Conservative Allocation Fund

 Series R3R6  Indefinite 

BMO Target Retirement 2040Balanced Allocation Fund

 Series R3R6  Indefinite 

BMO Target Retirement 2050Moderate Allocation Fund

 Series R3R6  Indefinite 

BMO Target Retirement 2015Mid-Cap Value Fund

 Series R3Indefinite

CLASS

SERIESAUTHORIZED NUMBER
OF SHARES

BMO Target Retirement 2025 Fund

Series R3R6  Indefinite 

BMO Target Retirement 2035Mid-Cap Growth Fund

 Series R3R6  Indefinite 

BMO Target Retirement 2045Small-Cap Value Fund

 Series R3Indefinite

BMO Target Retirement 2055 Fund

Series R3Indefinite

BMO Mid-Cap Value Fund

Series R3Indefinite

BMO Mid-Cap Growth Fund

Series R3Indefinite

BMO Small-Cap Value Fund

Series R3R6  Indefinite 

BMO Pyrford International Stock Fund

 Series R3R6  Indefinite 

BMO Disciplined International Equity Fund

 Series R3R6  Indefinite 

BMO Global Long/Short EquityLarge-Cap Value Fund

Series R6  Series R3Indefinite 

BMOLarge-Cap Growth Fund

Series R6  Indefinite 

Class R6

BMO Growth Allocation Fund

Series R6Indefinite

BMO Aggressive Allocation Fund

Series R6Indefinite

BMO Conservative Allocation Fund

Series R6Indefinite

BMO Balanced Allocation Fund

Series R6Indefinite

BMO Moderate Allocation Fund

Series R6Indefinite

BMO In-Retirement Fund

Series R6Indefinite

BMO Target Retirement 2020 Fund

Series R6Indefinite

BMO Target Retirement 2030 Fund

Series R6Indefinite

BMO Target Retirement 2040 Fund

Series R6Indefinite

BMO Target Retirement 2050 Fund

Series R6Indefinite

BMO Target Retirement 2015 Fund

Series R6Indefinite

BMO Target Retirement 2025 Fund

Series R6Indefinite

BMO Target Retirement 2035 Fund

Series R6Indefinite

BMO Target Retirement 2045 Fund

Series R6Indefinite

BMO Target Retirement 2055 Fund

Series R6Indefinite

BMO Mid-Cap Value Fund

Series R6Indefinite

BMO Mid-Cap Growth Fund

Series R6Indefinite

BMO Small-Cap Value Fund

Series R6Indefinite

BMO Pyrford International Stock Fund

Series R6Indefinite

BMO Disciplined International Equity Fund

Series R6Indefinite

BMO Global Long/Short Equity Fund

Series R6Indefinite

BMO Large-Cap Value Fund

Series R6Indefinite

BMO Large-Cap Growth Fund

Series R6Indefinite

Premier Class

  

BMO Prime Money Market Fund

 Premier Class  Indefinite 

BMO Government Money Market Fund

 Premier Class  Indefinite 

BMOTax-Free Money Market Fund

 Premier Class  Indefinite 

BMO Institutional Prime Money Market Fund

 Premier Class  Indefinite’” 

B-3


This Amendment to the Articles of Incorporation of the Corporation was adoptedauthorized by the Board of Directors on February 8, 2017November 6, 2019 and by the shareholders of eachthe BMO Global Long/Short Equity Fund on May 23, 2017December 19, 2019 in accordance with SectionsSection 180.1003 of the Wisconsin Statutes.

Executed this [            ] day of [            ], 2017.December, 2019.

 

BMO FUNDS, INC.
By: 

 

 

John M. Blaser

President

This instrument was drafted by:

Michael J. MurphyPamela M. Krill

BMO Financial Corp.Godfrey & Kahn, S.C.

111 East Kilbourn Avenue,833 E. Michigan Street, Suite 2001800

Milwaukee, Wisconsin 53202

PROXY TABULATOR

P.O. BOX 9112B-4

FARMINGDALE, NY 11735


LOGO

PROXY TABULATOR

P.O. BOX 9112

FARMINGDALE, NY 11735

 

LOGO

To vote by Internet

1)Read the Proxy Statement and have the proxy card below at hand.
2)Go to websitewww.proxyvote.com
3)Follow the instructions provided on the website.
LOGOTo vote by Telephone

 

1)

Read the Proxy Statement and have the proxy card below at hand.

2)  Go to websitewww.proxyvote.com

3)  Follow the instructions provided on the website.

 2)LOGO   

To vote by Telephone

1)  Read the Proxy Statement and have the proxy card below at hand.

2)  Call1-800-690-6903

3)  Follow the instructions.

 3)LOGO Follow the instructions.
LOGO

To vote by Mail

1)

Read the Proxy Statement.

2)

Check the appropriate box on the proxy card below.

3)

Sign and date the proxy card.

4)

Return the proxy card in the envelope provided.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

E21461-TBD[]                         KEEP THIS PORTION FOR YOUR RECORDS

— — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — 

— — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — —

DETACH AND RETURN THIS PORTION ONLY

 

      
     

   
The Board of Directors unanimously recommends you vote FOR the Proposal.ForAgainstAbstain
 

[BMO Large-Cap Value Fund]

[BMO Mid-Cap Value Fund]

[BMO Mid-Cap Growth Fund]

[BMO Small-Cap Growth Fund]

[BMO Ultra Short Tax-Free Fund]

[BMO Short Tax-Free Fund]

[BMO Short-Term Income Fund]

Proposal:

ForAgainstAbstain  

1.  To approve an amendment to the Articles of Incorporation, as amended, of BMO Funds, Inc. (the “Corporation”)the Corporation to redesignateliquidate and convert the Class Y shares ofdissolve the Fund into Class A shares of the Fund andpursuant to terminate the Class Y shares of the Fund, as described in a plan of redesignation and conversion.liquidation.

     ☐             
 To vote and otherwise represent the undersigned shareholder(s) on any matter that may properly come before the Meeting or any adjournment or postponement thereof in the discretion of the proxy holder.
ThisproxyissolicitedbytheBoardofDirectorsoftheCorporation,whounanimouslyrecommendyouvoteFORtheProposal.Please vote by checking the appropriate box.
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE IF YOU ARE NOT VOTING BY PHONE OR INTERNET      
 

PLEASESIGN,DATE,ANDRETURNPROMPTLYINTHEENCLOSEDENVELOPEIFYOUARENOTVOTINGBYPHONEORINTERNET

Note:Please sign exactly as your name appears on the records of the Corporation and date. If joint owners, each holder should sign this proxy. When signing as attorney, executor, administrator, trustee, guardian, or officer of a corporation or other entity or in another representative capacity, please give your full title. If a corporation, please sign in full corporate name by the president or other authorized officer. If a partnership, please sign in partnership name by authorized person.

 

 

  
 
                          

Signature [PLEASE SIGN WITHIN BOX]

 

Date 

Date

    

Signature [PLEASE SIGN WITHIN BOX]

 

Date

  

Date      

  


Important Notice Regarding the Availability of Proxy Materials for the Special Meeting:


The Proxy Statement is available at www.proxyvote.com.

 

V.2


Important Notice Regarding the Availability of Proxy Materials for the Special Meeting:

The Proxy Statement is available at www.proxyvote.com.

 

— — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — 

— — — — — — — — — — — —  — — — —
E86745-S93471   

E21462-TBD 

 

BMO FUNDS, INC.

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned shareholder of Class Y shares of the Fund referenced on the reverse side, a series of BMO Funds, Inc., a Wisconsin corporation (the “Corporation”), hereby appoints John M. Blaser and Timothy M. Bonin, or either of them, with full power of substitution, as proxies for the undersigned, to represent and cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the Special Meeting of Shareholders of the Fund (the “Meeting”) to be held at 111 East Kilbourn Avenue, Suite 200, Milwaukee, WI 53202 on Tuesday, May 23, 2017 at 8:30 a.m., Central Time, and any adjournment or postponement thereof. The undersigned hereby acknowledges receipt of the Notice of the Special Meeting of Shareholders and of the accompanying Proxy Statement and revokes any proxy heretofore given with respect to the Meeting.

The votes entitled to be cast by the undersigned will be cast as instructed on the reverse side. If this proxy is executed but no instruction is given, the votes entitled to be cast by the undersigned will be cast “FOR” the proposal. The votes entitled to be cast by the undersigned will be cast in the discretion of the proxy holder on any matter that may properly come before the Meeting or any adjournment or postponement thereof.

PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS

V.2THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned shareholder of the Fund referenced on the reverse side, a series of BMO Funds, Inc., a Wisconsin corporation (the “Corporation”), hereby appoints John M. Blaser and Timothy M. Bonin, or either of them, with full power of substitution, as proxies for the undersigned, to represent and cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the Special Meeting of Shareholders of the Fund (the “Meeting”) to be held at 111 East Kilbourn Avenue, Suite 200, Milwaukee, WI 53202 on December 19, 2019 at 9:00 a.m., Central Time, and any adjournment or postponement thereof. The undersigned hereby acknowledges receipt of the Notice of the Special Meeting of Shareholders and of the accompanying Proxy Statement and revokes any proxy heretofore given with respect to the Meeting.

The votes entitled to be cast by the undersigned will be cast as instructed on the reverse side.If this proxy is executed but no instruction is given, the votes entitled to be cast by the undersigned will be cast “FOR” the proposal. The votes entitled to be cast by the undersigned will be cast in the discretion of the proxy holder on any matter that may properly come before the Meeting or any adjournment or postponement thereof.

YOUR VOTE IS IMPORTANT.

PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.