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.        )

Filed by the Registrant                                    ☒

Filed by a Party other than the Registrant       ☐

Check the appropriate box:

BMO FUNDS, INC.

(Name of Registrant as Specified in its Charter)

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

BMO FUNDS, INC.

(Name of Registrant as Specified in its Charter)

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

BMO FUNDS, INC.

111 East Kilbourn Avenue, Suite 200790 North Water Street

Milwaukee, WI 53202

1-800-236-FUND

(1-800-236-3863)

www.bmofunds.com

March 24, 2017July 6, 2021

Dear Shareholder:

Seven investment portfolios (each, a “Fund,” and collectively, the “Funds”) of BMO Funds, Inc. (the “Corporation”), will hold a special meeting of Investor Class (“Class Y”shareholders of the BMO Global Low Volatility Equity Fund (the “Fund”) shareholdersat the offices of the Corporation at 790 North Water Street, Milwaukee, Wisconsin 53202, on Tuesday, May 23, 2017,July 29, 2021 at 8:309:00 a.m. (Central Time) at 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202. The Funds are:

, or any adjournments thereof. If you were a Class Y shareholder of record of athe Fund as of the close of business on March 14, 2017, thenJune 1, 2021, 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 (the “proposal”).

On February 10, 2021, BMO Asset Management Corp. (the “Adviser”), the investment adviser of the Fund, sought approval from the Board of Directors of the Corporation (the “Board”) to liquidate and dissolve the Fund and terminate it as a series of the Corporation. Based upon the Adviser’s recommendation and consideration of a variety of factors described in the enclosed Proxy Statement, the Board approved an amendment to the Corporation’s Articles of Incorporation, as amended, (the “Articles”), to redesignateliquidate and convertdissolve the Class Y sharesFund pursuant to a plan of each Fund into Class A sharesliquidation, subject to shareholder approval. The Board also granted the Adviser the authority to determine not to proceed with the liquidation if, in the Adviser’s opinion, such action was found to be inadvisable upon further review of certain considerations relating to the ongoing viability of the Fund. The Adviser recently completed its review of the ongoing viability of the Fund and to terminatehas determined that the Class Y shares ofFund should, in fact, be liquidated and dissolved as originally proposed by the Funds (the “Proposal”).

As discussed in more detail in the enclosed Proxy Statement, the Board of Directors of the Corporation (the “Board”) consideredAdviser and approved by the amendment toBoard.

The Board has considered the Articles to redesignateAdviser’s recommendation 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, subject to shareholder approval. BMO Asset Management Corp. (the “Adviser”) and the Board believeconcluded that the Proposalproposal is in the best interests of each Fund’s Class Y shareholders. The Boardthe Fund and its shareholders 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, thenJuly 22, 2021, 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.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Seven investment portfolios (each, a “Fund,” and collectively, the “Funds”) of BMO Funds, Inc., a Wisconsin corporation (the “Corporation”), will hold a special meeting of Investor Class (“Class Y”shareholders of the BMO Global Low Volatility Equity Fund (the “Fund”) shareholdersat 790 North Water Street, Milwaukee, Wisconsin 53202 on Tuesday, May 23, 2017,July 29, 2021 at 8:309:00 a.m. (Central Time) at the offices, or any adjournments thereof. If you were a shareholder of record of the CorporationFund as of the close of business on June 1, 2021, you are entitled to vote at 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202.this meeting. The Funds are:shareholders of the Fund are being asked to approve the liquidation and dissolution of the 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 or postponements thereof. The proposal will be considered by Class Y shareholders of each Fund, voting separately.the Fund.

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 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,June 1, 2021, 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:July 29, 2021:

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.

Milwaukee, Wisconsin

March 24, 2017July 6, 2021

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.

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.

i

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.

ii

TABLE OF CONTENTS

BMO FUNDS, INC.

111 East Kilbourn Avenue, Suite 200790 North Water Street,

Milwaukee, WI 53202

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS

May 23, 2017JULY 29, 2021

General.This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) 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 Low Volatility Equity Fund (the “Fund”). The Funds are:Fund offers two classes of shares: Institutional Class (Class I) and Advisor Class (Class A).

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”“Articles of Incorporation”), to redesignateliquidate and convert the Class Y shares of each Fund into Class A shares ofdissolve the Fund andpursuant to terminate Class Y shares of the Funds (the “Proposal”), as described in a plan of redesignation and conversionliquidation (the “Plan”“Proposal”).

The Meetingspecial meeting will be held at the principal offices of the Corporation located at 111 East Kilbourn Avenue, Suite 200,790 North Water Street, Milwaukee, Wisconsin 53202, on Tuesday, May 23, 2017,July 29, 2021 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.July 6, 2021.

Record Date/Shareholders Entitled to Vote.If you owned Class Y shares of athe Fund as of the close of business on March 14, 2017June 1, 2021 (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

PROPOSAL: APPROVAL OF AN ARTICLES AMENDMENT TO LIQUIDATE AND DISSOLVE THE BMO GLOBAL LOW VOLATILITY EQUITY FUND

Background to vote on matters submittedProposal

Shareholders are being asked 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 sharesFund as series of the Corporation under Wisconsin law. If approved, the Fund will be liquidated and dissolved pursuant to the plan of liquidation (the “Plan”) described below and an amendment to the Articles of Incorporation will be filed to terminate 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

BMO Asset Management Corp., the Funds’ investment adviser, (the “Adviser”) recommended to the Board of Directorsseries of the Corporation (the “Board”) that the Class Y shares of each Fund be redesignated and converted into Class A shares of the Fund (the “Conversion”) pursuant to the Plan.Corporation. 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, and improve the marketing 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.

At an in-person meeting of the Board held on February 8, 2017, 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”), consideredhas approved the liquidation and

dissolution of the Fund, including the Plan and amendment to the Articles of Incorporation, and submission of the Proposal to shareholders of the Fund for approval.

BMO Asset Management Corp., the investment adviser to the Fund (the “Adviser”), recommended the liquidation of the Fund to the Board based on a variety of factors, including, but not limited to, the relatively low level of assets in the Fund, the Fund’s projected rate of asset growth and its impact on the Fund’s ability to achieve economies of scale, the profitability of the Fund to the Adviser, the willingness of the Adviser to continue to waive or reduce its fees and/or reimburse expenses so as to maintain the Fund’s annual expense ratios at competitive levels following the expiration of the current term of the expense limitation agreement, the tax implications of the liquidation on the Fund and its shareholders, and alternatives to the liquidation of the Fund. These factors are described further below under “Board Approval and Recommendation.”

At a video conference meeting of the Board held on February 10, 2021, the Board, including a majority of the Independent Directors, unanimously approved, subject to shareholder approval, an amendment to the Corporation’s Articles to effect the Conversion andof Incorporation to terminate the Class Y sharesFund as 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 purchasesthe Plan. The Board also granted the Adviser the authority to determine not to proceed with the liquidation if, in the Adviser’s opinion, such action was found to be inadvisable upon further review of $1 million or more), and aRule 12b-1 fee of 0.25%certain considerations relating to the ongoing viability of the class’ assets rather than the shareholder services fee of 0.25% imposed on Class Y shares. In lightFund. The Adviser recently completed its review of the relatively small size of certain Funds’ Class Y shares and the Adviser’s plans to increase marketing efforts for Class A sharesongoing viability of the Funds, the BoardFund and has determined that the Conversion isFund should, 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 Planfact, be liquidated 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 experienceddissolved as originally proposed 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 renewingand approved by the agreement prior to its termination.Board.

If the shareholders of athe Fund approve the 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 series of the Funds.

If shareholders of aCorporation. In addition, the Fund do not approvewill be liquidated and dissolved pursuant to the Proposal, the Board will consider other alternatives for the Class Y shares of that Fund, including liquidation.Plan. 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 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 all of the Funds.

If the shareholders of a Fund approve the Proposal, the Conversionliquidation is expected to occur on or about June 2, 2017.July 30, 2021.

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

The remainder of this section provides a summary of the Plan, a discussion of redemptions and exchanges prior to liquidation, an overview of the material federal income tax aspects and other aspects of the liquidation, and information on the Board’s considerations and approval and concludes with the Board’s recommendation.

Summary of the Plan of Redesignation and ConversionLiquidation

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 by shareholders at the special meeting on July 29, 2021, 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 July 30, 2021 (the “Liquidation Time”).

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, the Corporation will mail to each shareholder of Class A sharesrecord at the Liquidation Time of athe Fund: (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 byover the former holdersliabilities of Class Ythe Fund as of the Liquidation Time, subject to any required withholdings; and (b) if required for income tax reporting purposes, 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 approvalIf the Corporation is unable to make liquidating distributions to any of the Proposal atFund’s shareholders because of an inability to locate shareholders to whom distributions are

payable, the Meeting of each Fund’s Class Y shareholders. 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 the Fund’s remaining assets in the account for any reason, terminate the Plan any timebenefit of the shareholders that cannot be located. The expenses of such account will be charged against the assets in the account. The Fund 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 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 or 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 reflect the Adviser’s agreementamounts 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.

Front-end Sales Charges.Class A sharesbe distributed as having been paid out as part of the Funds have front-end sales charges. The maximum sales charge on 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 availableliquidating distributions made 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 result of the Conversion 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.Fund shareholders.

Contingent Deferred Sales ChargesExpenses. . Class A sharesThe Adviser or an affiliate will pay all costs incurred in carrying out the Plan, including legal, recordkeeping, accounting, and administrative expenses, which the Adviser estimates will be approximately $40,000. The Adviser or an affiliate will also be responsible for any contingent or unforeseen liabilities or obligations of the Funds have deferred sales charges. The maximum deferred sales charge onFund that might remain after 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 sharesdate of the Fund. Further, a shareholder’s subsequent exchangefinal liquidating distribution. Accordingly, shareholders of Class A shares for Class A shares of a different BMOthe 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 Corporation’s Articles of Incorporation to terminate the Fund as a series of the Corporation under Wisconsin law to be effective on the Conversion Date. The amendment to the Articles will redesignate allas of the Class Y shares of a Fund as Class A shares of the same Fund and terminate Class Y shares of that Fund.Effective Date. The Form of Articles Amendment is attached hereto asAnnex DB.

Power of Directors. In addition to the general 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, will have authority to do or authorize any or all acts and things as they may consider necessary or desirable to carry out the purposes of the Plan, including, without limitation, the execution and filing of all certificates, documents, information returns, tax returns, forms and other papers which may be necessary or appropriate to implement the Plan or which may be required by the provisions of Wisconsin law, the 1940 Act or the Securities Act of 1933, as amended, or the Internal Revenue Code of 1986, as amended (the “Code”). The Board will have the authority to authorize such variations from, or amendments of, the provisions of the Plan (other than the terms governing liquidating distributions) as may be necessary or appropriate to effect the liquidation of the Fund and the distribution of its net assets to shareholders in accordance with the purposes to be accomplished by the Plan.

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 also may 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 conversiondissolution of Class Y shares into Class A shares.the Fund. This discussion is based on current U.S. federal 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 federal income 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 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 or tax-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 advisoradvisors 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 (including, in certain circumstances, through a partnership) of athe Fund’s common stock that is (1) a U.S. citizen or U.S. resident alien, (2) a corporation, or other entity taxable as a

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, (3) an estate whose income is subject to U.S. federal income taxation regardless of its source, or (4) 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.

If the shareholders of the Fund approve the amendment to the Articles of Incorporation to liquidate and dissolve the Fund pursuant to the Plan, the Fund will sell its assets and distribute the proceeds to its shareholders as provided under the Plan (a “Liquidating Distribution”).

During the liquidation period, the Fund anticipates that it will retain its qualification for treatment as a regulated investment company under Subchapter M of the Code, and will make all required distributions so that the Fund will not be taxed on its net income or 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, which would reduce the Fund’s distributions (including, but not limited to a Liquidating Distribution).

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 its 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 proposed Conversion shouldFund’s shareholders will be deemedtaxed on any such distributions in the same manner as any other distribution from the Fund. Alternatively, the Fund may, if eligible, treat all or a portion of such amounts required to be distributed as a non-taxable event under the Internal Revenue Codedistribution of 1986, as amended (the “Code”). Qualificationinvestment company taxable income or net capital gain on account of the ConversionFund’s final taxable year as having been paid out as a tax-free transaction means, among other things, that (i) nopart of a 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 the Fund’s shareholders as consideration for a sale or exchange of their shares of the Fund.

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 generally recognize gain or loss based on the difference between the amount received and the shareholder’s basis in the Fund’s shares. If a shareholder

holds shares of the Fund 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 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 Net Investment Income (“NII”) tax of 3.8% on the Fund’s distributions or upon receipt of a Liquidating Distribution treated as an exchange of a shareholder’s shares of the Fund. The NII 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 for married individuals filing separately). Any capital gain realized by a shareholder upon an exchange of the Fund’s shares is includable in such shareholder’s investment income for purposes of this NII tax.

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

liability on the distribution. In order to avoid having to include such distribution in his or her taxable income for the year, the IRA beneficiary may be able to roll the distribution into another IRA. If the IRA beneficiary is eligible to do so, the rollover must occur within sixty (60) days of the date of the distribution in order to avoid having to include the distribution in the Class A shares received in the Conversion will be 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 timetaxable income of the Conversion,IRA beneficiary. However, an opinionIRA beneficiary may make only one tax-free rollover during a 12-month period regardless of counselthe number of IRAs owned by such beneficiary, provided such limitation with respect to the effect that the Conversion will be deemedtax-free rollovers does not apply to rollovers from traditional IRAs to Roth IRAS (conversions), trustee-to-trustee transfers to another IRA, and certain other rollover exceptions. IRA owners should promptly provide instructions to their 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 at 1-800-236-FUND.

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

Board ConsiderationsApproval and Recommendation

At the Board meeting held on February 10, 2021, the Adviser reviewed a number of factors related to the proposed liquidation. The Adviser highlighted the Fund’s relatively low level of assets and the limited growth rate of the Fund. The Adviser commented that these factors suggest that there are low prospects for future growth and thus limited potential to achieve economies of scale. The Adviser noted that, as of February 9, 2021, the Fund had approximate net assets of $4.5 million.

The Adviser commented on the profitability of the Fund and its willingness to continue to waive or reduce its fees and/or reimburse expenses so as to maintain the Fund’s expense ratios at competitive levels following the expiration of the current term of the expense limitation agreement. The Adviser also discussed the tax implications of the liquidation on the Fund and the Fund’s shareholders, as well as alternatives to the liquidation of the Fund, such as merging the Fund with another BMO Fund or continuing to offer the Fund to shareholders under an amended expense limitation agreement following the end of its current term. The Board also considered the Adviser’s statement that the BMO sales team was involved in multiple opportunities for potential investments in the Fund, which could have a positive impact on the level of assets in the Fund. Based on these factors, the Adviser recommended to the Board the liquidation and dissolution of the Fund and requested the authority to determine not to proceed with the liquidation if, in the Adviser’s opinion, such action was found to be inadvisable upon further review of certain considerations relating to the ongoing viability of the Fund.

At the Board meeting held on February 10, 2021, the Board, including a majority of itsthe Independent Directors, reviewed and approved the Conversion, the Plan, and the proposedan amendment to the Articles at an in-person meetingof Incorporation

to liquidate and dissolve the Fund pursuant to the Plan and granted the Adviser the authority to determine not to proceed with the liquidation if, in the Adviser’s opinion, such action was found to be inadvisable upon further review of certain considerations relating to the ongoing viability of the Board held on February 8, 2017 (the “Board Meeting”).Fund. 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,Adviser’s recommendation and the amendment(s) toinformation provided supporting 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.

The Board noted that Class A shares are widely recognized as one of 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.Adviser’s recommendation. The Board also considered that the Adviser’s effortsAdviser or an affiliate had agreed to enhance its sales force andpay all the distributioncosts in carrying out the Plan, as well as the expenses of the Fundsproxy solicitation to approve the liquidation and its efforts to align the Funds with the industry standard in order to increase the assetsdissolution of the Fund. In addition, the Board 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 if the two share classes continued to exist. The Board then considered that the conversion of Class Y shares into Class A shares and the marketing by the Adviser of 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 attention 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 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. The Board also noted that the Adviser and its affiliates have been bearing the costs 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. 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 its Independent Directors who have no direct or indirect financial interest in the operation of the Rule 12b-1 Plan or any agreement related to the Rule 12b-1 Plan, had reviewed and approved the Rule 12b-1 Plan for continuation for Class A shares of the Funds most recently on August 10, 2016. In addition, the Board noted that it receives quarterly reports detailing 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, and the purposes for which such expenditures were made. The Board also took into account 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.

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 flow of new investment monies. The Board evaluated the potentially adverse effects that might result from a pattern 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.

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 Y shareholders.its shareholders; provided that the Board also granted the Adviser the authority to determine not to proceed with the liquidation if, in the Adviser’s opinion, such action was found to be inadvisable upon further review of certain considerations relating to the ongoing viability of the Fund. The Adviser recently completed its review of the ongoing viability of the Fund and has determined that the Fund should, in fact, be liquidated and dissolved as originally proposed.

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 MattersOTHER MATTERS

The Board knows of no other matters that may come before the Meeting,special meeting, other than the Proposal 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 InformationOTHER 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 was as follows:special meeting:

Share Ownership Information.As of the Record Date, the officers and directors of the Corporation, individually and as a group, owned less than 1% of eachthe Fund’s outstanding Class Y shares. 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.