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  x                             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)

Payment of Filing Fee (Check the appropriate box):

BMO FUNDS, INC.

BMO Short-Intermediate BondGlobal Natural Resources Fund

111 East Kilbourn Avenue, Suite 200

Milwaukee, WI 53202

1-800-236-FUND

(1-800-236-3863)

www.bmofunds.com

MarchDecember [    ], 2014

Dear Shareholder:

The BMO Short-Intermediate BondGlobal Natural Resources Fund (the “Global Natural Resources Fund” or the “Fund”), a series of BMO Funds, Inc. (the “Corporation”), will hold a special meeting of shareholders on March 26,Monday, December 22, 2014 at 9:008:30 a.m. (Central Time) at the offices of the Corporation at 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202. If you were a shareholder of record of the Fund as of the close of business on February 14,December 8, 2014, you are entitled to vote at this meeting. The shareholders of the Fund are being asked to approve a subadvisory agreement betweenthe 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, and Taplin, Canida & Habacht, LLC (“TCH”), an affiliate ofrecommended the Adviser. If the subadvisory agreement with TCH is approved, the nameliquidation of the Fund will be changed to the BMO TCH Intermediate Income Fund.

As discussed in more detail in the enclosed Proxy Statement, on February 5, 2014, the Board of Directors of the Corporation (the “Board”). Based on this recommendation, on November 5, 2014, the Board voted to approve TCH as subadviserthe liquidation and dissolution of the Fund pursuant to the Fund,a plan of liquidation, subject to shareholder approval. The Adviser andBoard has concluded that the Board believes that appointing TCH to manage the Fund’s portfolioproposal is in the best interestinterests of the Fund’s shareholdersFund and unanimously recommends that you vote in favor of the proposal.

The question and answer section that follows discusses this proposal and the Proxy Statement itself provides greater detail about the proposal. Please review and consider the proposal 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 bytoll-free telephone or by Internet according to the instructions noted on the enclosed proxy card.

If we do not hear from you by March 20,December [19], 2014, we may contact you. Thank you for investing in the Fund and for your continuing support.

Sincerely,

John M. Blaser, President

BMO Funds, Inc.

BMO FUNDS, INC.

BMO SHORT-INTERMEDIATE BONDGLOBAL NATURAL RESOURCES FUND

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

The BMO Short-Intermediate BondGlobal Natural Resources Fund (the “Global Natural Resources Fund” or the “Fund”), a series of BMO Funds, Inc., a Wisconsin corporation (the “Corporation”), will hold a special meeting of shareholders on Wednesday, March 26,Monday, December 22, 2014 at 9:008:30 a.m. (Central Time) at the offices of the Corporation at 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202.

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 Board of Directors recommends that shareholders vote FOR the proposal.

Only shareholders of record at the close of business on February 14,December 8, 2014, the record date for the special meeting, shall be entitled to notice of, and to vote at, the special meeting or any adjournments thereof.

Important Notice Regarding the Internet Availability of Proxy Materials for the

Shareholder Meeting

to be held on March 26,December 22, 2014:

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

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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. 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. A prior proxy can also be revoked by proxy voting again through the website ortoll-free number noted on the enclosed proxy card.

By Order of the Board of Directors,

Michele L. Racadio, Secretary

BMO Funds, Inc.

Milwaukee, Wisconsin

MarchDecember [    ], 2014

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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.

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TABLE OF CONTENTS

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BMO FUNDS, INC.

BMO SHORT-INTERMEDIATE BONDGLOBAL NATURAL RESOURCES FUND

111 East Kilbourn Avenue, Suite 200

Milwaukee, WI 53202

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS

March 26,December 22, 2014

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 the BMO Short-Intermediate BondGlobal Natural Resources Fund (the “Global Natural Resources Fund” or the “Fund”). The Fund consists of twothree classes of shares: Investor Class (“Class Y”) and, Institutional Class (“Class I”), and Advisor Class (“Class A”).

The special meeting of shareholders will be held at the principal offices of the Corporation located at 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202, on Wednesday, March 26,Monday, December 22, 2014 at 9:008:30 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 MarchDecember 12, 2014.

Record Date/Shareholders Entitled to Vote.If you owned shares of the Fund as of the close of business on February 14,December 8, 2014 (the “Record Date”), then you are entitled to vote at the special meeting (or any adjournments 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.

Background to ProposalBACKGROUND TO PROPOSAL

BMO Asset Management Corp. (the “Adviser”), the Fund’s investment adviser to the Fund, recommended the liquidation of the Fund to the Board of Directors of the Corporation (the “Board”) that its affiliate, Taplin, Canida & Habacht, LLC (“TCH” or the “Subadviser”) be retained as subadviser, based on a variety of factors, including, but not limited to, manage the Fund’s portfolio. The Adviser has managedperformance relative to its benchmark and peer group indices, declining assets in the Fund, without delegation to a subadviser since the Fund’s inception in 1992. Since July, 2013, William J. Canida, CFA, Scott M. Kimball, CFA,projected rate of asset growth and Daniela Mardarovici, CFA, who serve as officersits impact on the Fund’s ability to achieve economies of both TCH andscale, the Adviser, have managedimpact of the performance issues on marketing efforts to grow the Fund, for the Adviser. The Adviser believes that the Fund will benefit from the retentionprofitability of TCH, as subadviser to the Fund due to the full resources available within TCH. TCH is a Delaware limited liability company and an SEC registered investment adviser. The Board believes that the retention of TCH as subadviser will allow the Fund to the Adviser and the willingness of the Adviser to continue to pursue an investment strategy that could result in enhanced returnswaive its management fees and/or reimburse expenses so as to shareholders without any change tomaintain the Fund’s fees, investment objective or investment personnel.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 liquidation and dissolution of the Fund.

At an in-person meeting of the Board held on FebruaryNovember 5, 2014, the Board, including a majority of the “non-interested” directors who are not “interested persons” of the Company (the “Independent Directors”) as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”), votedapproved the liquidation and dissolution of the Fund pursuant to approve an amended and restated subadvisory agreement with TCH (the “Subadvisory Agreement”),a plan of liquidation, subject to shareholder approval. Contingent on receiving shareholder approval of the Subadvisory Agreement, theThe Board also approved an amendment to the Corporation’s Articles of Incorporation, as amended (the “Articles of Incorporation”) to terminate the Fund as a changeseries of the Fund’s nameCorporation under Wisconsin law, subject to the BMO TCH Intermediate Income Fund.

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If the shareholders of the Fund approve the proposal, the Subadvisory AgreementFund will be liquidated and name changedissolved pursuant to a plan of liquidation. In addition, the Articles of Incorporation will become effective March 31, 2014.be amended to terminate the Fund as a series of the Corporation.

If shareholders of the Fund do not approve the proposal, then the Fund will not liquidate. The Board will take such actions as it considers to be in the best interests of the shareholders ofwould then consider other alternatives for the Fund, which may include continued management by the Adviser.another liquidation proposal.

ProposalPROPOSAL 1: Approval of the Subadvisory Agreement Between the Adviser and TCHAPPROVAL OF THE LIQUIDATION AND DISSOLUTION OF THE BMO GLOBAL

NATURAL RESOURCES FUND

Shareholders are being asked to approve the Subadvisory Agreement betweenliquidation and dissolution of the Adviser and TCH. Under the Subadvisory Agreement, TCH will provide investment advisory servicesFund, including an amendment to the Articles of Incorporation to terminate the Fund as a series of the Corporation under Wisconsin law. If approved, the Adviser’s oversight. TCHFund will receivebe 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 subadvisory fee for its services fromseries of the Adviser.Corporation. The Board, including a majority of the Independent Directors, has approved the Subadvisory Agreement with respectliquidation and dissolution of the Fund, including the plan of liquidation and amendment to the FundArticles of Incorporation, and the submission of the proposal to shareholders of the Fund for approval.

The Adviser believes that the employment of TCH as subadviser to the Fund will provide the opportunity to continue to enhance the Fund’s performance while pursuing its investment objective of maximizing total return consistent with current income. If shareholders approve the retention of TCH to the Fund, TCH is expected to begin managing the Fund on or about March 31, 2014.

It is proposed that the Adviser and TCH will enter into the Subadvisory Agreement to become effective on March 31, 2014 following shareholder approval of the agreement. In accordance with the 1940 Act, the Subadvisory Agreement requires the approval of (1) the Board, including a majority of the Independent Directors, and (2) the shareholders of the Fund.

The remainder of this section provides more detail abouta summary of the Subadvisory Agreement, TCH, additionalplan of liquidation, 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 Boardthe Board’s considerations specific to the Subadvisory Agreement,and approval and concludes with the Board’s recommendation.

Summary of the Material TermsPlan of the Subadvisory AgreementLiquidation

As described below in more detail, at a special meetingThe Plan of the Board, the Board considered the approval of the Subadvisory Agreement pursuant to which TCH will act as subadviser to the Fund. The form of the Subadvisory AgreementLiquidation (the “Plan”) is attached hereto asAnnex A, and this summary of the Subadvisory AgreementPlan is qualified in its entirety by the reference toAnnex A.

Subadvisory Duties.Effective Date of Plan; Liquidation Time. UnderThe Plan will become effective upon its approval by the Subadvisory Agreement, TCH hasshareholders of the soleFund (the “Effective Date”). Assuming the Plan is approved at the special meeting on December 22, 2014, 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, 2014 (the “Liquidation Time”).

Cessation of Business.The Plan provides that, as of the Liquidation Time, the Fund will cease its business as a series fund of an investment company and exclusive responsibilitywill not engage in any business activities except for the purpose of winding up its business affairs, selling or disposing of its assets, discharging or making reasonable provision for the payment of all of the investment decisions for the portfolio of the Fund, including the purchase, retention,Fund’s liabilities, and disposition of securities,distributing its assets to shareholders in accordance with the provisions of the Plan.

Fixing of Interests and Closing of Books.The Plan also provides that the proportionate interests of shareholders in the assets of the Fund, and their rights to receive redemption payments and subsequent distributions, will be fixed on the basis of their respective holdings at the Liquidation 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 practicable after the Liquidation Time, the Corporation will 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), the Adviser will 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.

In the event that the Fund is unable to make liquidating distributions to any shareholders because of the inability 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 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 objectives, policies,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 restrictionsall 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 as having been paid out as part of the liquidating distributions made to Fund shareholders.

Expenses.The 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 Fund that might remain after the date of the final liquidating distribution. Accordingly, shareholders of the Fund will not bear any of the costs associated with the liquidation.

Articles Amendment.The officers of the Corporation will file an amendment to the Articles of Incorporation to be effective at or after the Liquidation Time to terminate the Fund as a series of the Corporation under Wisconsin law.

Redemption and Exchanges Prior to Liquidation

Any time prior to the Liquidation Time, the shareholders of the Fund may redeem their shares of the Fund pursuant to the procedures set forth in the Fund’s prospectus. As disclosed in the Fund’s prospectus, although the 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. Shareholders may also 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 Liquidation

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 liquidation and termination of 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, and there can be no assurance that the Internal 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 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, 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 advisor to determine the particular tax consequences to them of the Fund’s 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 the Fund’s common stock that is a U.S. citizen or U.S. resident alien, 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 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 Adviser.

Brokerage. SubjectUnited States and has one or more U.S. persons with authority to the supervisioncontrol all of the Adviser, TCH is authorized to determine the securitiesits substantial decisions or has a valid election in effect under applicable Treasury Regulations to be purchased or sold by the Fund and to place trade orders with or through brokers or dealers in conformity with the brokerage policies set forth in the Fund’s then effective registration statement.treated as a United States person.

Expenses. The Subadvisory Agreement provides that TCH shall bear its own expenses for providing services under the agreement, but that TCH is not responsible for the cost of investments or the Fund’s or the Adviser’s expenses. The Subadvisory Agreement provides that, if TCH enters into an arrangement that results in a change of control of TCH or otherwise results in an assignment of the Subadvisory Agreement under the 1940 Act, TCH will pay expenses incurred by the Corporation for any matters related to the assignment.

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Compensation. In return for the services provided under the Subadvisory Agreement, the Adviser will pay TCH a subadvisory fee at the rate of forty percent (40%) of the gross advisory fee received by the Adviser. Because the subadvisory fee is paid by the Adviser, it has no effect on the expenses paid by the Fund. Under the terms of the investment advisory agreement between the Adviser and the Fund, dated October 6, 2011, the Adviser receives a management fee pursuant to the following schedule: 0.40% on the first $500 million of average daily net asset (“ADNA”), 0.39% of the next $200 million of ADNA, 0.30% of the next $100 million of ADNA, and 0.25% of ADNA over $800 million.

Limitation of Liability. The Subadvisory Agreement provides that, in the absence of willful malfeasance, bad faith, gross negligence, or reckless disregard of its obligations and duties under the agreement on the part of TCH, TCH shall not be subject to any liability to the Adviser or the Corporation, to any shareholder of the Fund, or to any person, firm, or organization, for any act or omission in the course of, or connected with, the rendering of services by TCH. TCH and the Adviser are subject to indemnity obligations in the event of their respective willful malfeasance, bad faith, gross negligence, or reckless disregard of obligations and duties under the agreement. The Subadvisory Agreement provides that nothing in the agreement shall in any way constitute a waiver or limitation of any rights that the Fund or any shareholder may have under any federal securities or state laws, which may impose liabilities under certain circumstances on persons who have acted in good faith.

Term.If the shareholders of the Fund approve the Subadvisory Agreement,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 regulated 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 effectivetaxed 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, which would reduce the Fund’s distributions (including, but not limited to the Liquidating Distribution). In addition, the Fund would be unable to pass through to its shareholders credits against foreign taxes paid.

To the extent necessary, the Fund shall, by the Liquidation Time, have declared 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), 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 distribution 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 Distributions made to the Fund’s shareholders in complete liquidation of the Fund. As described in the next paragraph, any such Liquidating Distributions 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 characterized 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 15%, 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 the Fund on or about March 31, 2014 and will continue through August 31, 2015. Thereafter, the Subadvisory Agreement may be continued for successive one-year periods if approved at least annually in the manner required by the 1940 Act.

Termination. The Subadvisory Agreement may be terminated automatically in the event of an assignment, at any time by the shareholdersshares of the Fund the Board,held for six months or the Adviser upon not more than 60 nor less than 30 calendar days’ written notice to TCH, or by TCH upon not less than 60 calendar days’ written noticewill be treated as long-term capital loss to the Adviser.

Amendments. The Subadvisory Agreement requiresextent of any amendments theretodistributions of net capital gain that were previously received on the shares. Capital losses may be subject to be approved in accordance with applicable law, and any such amendments shall be in writing.

Information about TCH

TCH islimitations on their use by a registered investment adviser founded in 1985 with offices at 1001 Brickell Bay Drive, Suite 2100, Miami, Florida 33131. TCH provides investment management services to investment companies, pension and profit sharing plans, state or municipal government entities, corporations, charitable organizations, and individuals. As of August 31, 2013, TCH had approximately $8.0 billion in assets under management.

TCH is an affiliate of the Adviser. TCH MI Holding Company, Inc. owns over 75% of TCH and therefore is the controlling owner of TCH. The remaining interests in TCH are owned by principals of TCH through Canhab, Inc. The Adviser wholly owns TCH MI Holding Company, Inc. and therefore is its controlling owner. On July 5, 2012, the Adviser became a wholly-owned subsidiary of BMO Financial Corp. and an indirect wholly-owned subsidiary of Bank of Montreal (“BMO”). Accordingly, BMO is the ultimate controlling owner of TCH as a result of its indirect ownership of the Adviser.

TCH MI Holding Company, Inc. is located at 780 North Water Street, Milwaukee, Wisconsin 53202. Canhab, Inc. is located at 1001 Brickell Bay Drive, Suite 2100, Miami, Florida 33131. BMO Financial Corp. is located at 111 West Monroe Street, Chicago, Illinois, 60603. BMO is headquartered at 129 rue Saint Jacques, Montreal, Quebec, H2Y 1L6, with executive offices located at 100 King Street West, 1 First Canadian Place, Toronto, Ontario M5X 1A1.shareholder.

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 in the prior paragraph for Liquidating Distributions.

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The following table sets forthA Liquidating Distribution to a shareholder may be subject to backup withholding, unless the executive officersshareholder provides a correct taxpayer identification number and managers of TCH:

The address of Ms. Canida, Mr. Habacht, and Mr. Canidacertifies that the shareholder is c/o TCH, 1001 Brickell Bay Drive, Suite 2100, Miami, Florida 33131. The address of Ms. Palmer, Mr. McInerney, and Mr. Enochs is c/o the Adviser, 115 South LaSalle Street, Chicago, Illinois 60603. Ms. Palmer, Mr. McInerney, and Mr. Enochs are also officers of the Adviser. None of the executive officers or directors of TCH are officers or directors of the Fund. In addition, no Director or officer of the Fund is an officer, employee, director, member or shareholder of TCH nor owns securities or has any other material direct or indirect interest in TCH or any entity or person controlling, controlled by or under common control with the TCH.

Portfolio Managers. As dual officers of the Adviser and TCH, William J. Canida, Scott M. Kimball, and Daniela Mardarovici have managed the Fund since July 2013 and, under the Subadvisory Agreement, will continuenot subject to be primarily responsible for the day-to-day management of the Fund’s portfolio. Mr. Canida is a Managing Director and Portfolio Manager of the Adviser and a Vice President and a Principal of TCH. He joined TCH in 1985backup withholding and is a CFA Charterholder. Mr. KimballU.S. person. Certain shareholders specified in the Code may be exempt from backup withholding. The current backup withholding rate is 28%. Backup withholding is not an additional tax and is creditable against a Directortaxpayer’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 an IRA of a Portfolio ManagerLiquidating Distribution should not be a taxable event for the IRA. However, if the IRA beneficiary receives the Liquidating Distribution (as opposed to the IRA reinvesting the Liquidating Distribution), then the Liquidating Distribution may be taxable to the IRA beneficiary. An IRA beneficiary may roll the Liquidating Distribution into another IRA within sixty (60) days of the Adviser and of TCH. He joined TCH in 2007 and is a CFA Charterholder. Ms. Mardarovici is a Director and a Portfolio Managerdate of the Adviser and TCH. She joined TCHdistribution in 2012 andorder to avoid having to include the AdviserLiquidating Distribution in 2005. She is a CFA Charterholder.

In addition to serving as subadviserhis or her taxable income for the year. IRA owners should promptly provide instructions to the Fund TCH also serves as subadviserwith respect to a rollover of the Liquidating Distribution. For more information, IRA owners should contact BMO TCH Core Plus BondFunds 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 the Liquidating Distribution with respect to their particular tax circumstances.

Board Approval and Recommendation

At the Board meeting held on November 5, 2014, the Adviser reviewed the Fund’s returns for the year-to-date period ended September 30, 2014 and provided comparative information regarding the Fund BMO TCH Corporate Income Fund,against its benchmark index and BMO TCH Emerging Markets Bond Fund, each of which hasLipper Inc. peer group for the same investment objectivetime period as shown in the Fund. The asset size, management fee, and annual expense limitation for the BMO TCH Core Plus Bond Fund, BMO TCH Corporate Income Fund, and BMO TCH Emerging Markets Bond Fund are as follows:table below:

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Affiliate Services and Fees

BMO Harris Bank, N.A. (“BMO Harris Bank”) an affiliate of the Adviser, serves as custodian for each of the Corporation’s domestic funds and as securities lending agent. BMO Harris Bank’s custody fees are calculated at the annual rate of 0.005% on the first $10 billion of ADNA for the Corporation’s funds it services plus 0.0025% of assets exceeding $10 billion. BMO Harris Bank receives a fee for its services as securities lending agent. For the fiscal year ended August 31, 2013, the Fund paid $23,736 in custodial fees and $24,841 in securities lending fees to BMO Harris Bank.

The Adviser provides servicesnoted that the Fund had underperformed relative to its benchmark and peer group indices for the year-to-date period ended September 30, 2014. The Adviser discussed the limited assets in the Fund and the potential for the Fund to achieve economies of scale. The Adviser noted that as of September 30, 2014, the Fund had total assets of $1.0 million. The Adviser noted that the relative underperformance of the Fund impacted marketing efforts and that the Fund had low prospects for growth. The Adviser commented on the profitability of the Fund and its willingness to continue to waive advisory fees and/or reimburse expenses so as to maintain the Fund’s expense ratio at a competitive level. The Fund’s gross annualized expense ratio for the 2014 fiscal year was 20.33% for Class Y, 20.08% for Class I, and 13.17% for Class A. Giving effect to the Adviser’s agreement to waive or reduce its investment advisory fee and reimburse certain Fund expenses through December 31, 2015, the Fund’s net annualized expense ratio for the 2014 fiscal year was 1.24% for Class Y, 0.99% for Class I, and 1.24% for Class A shares. The Adviser also discussed the tax implications of the liquidation on the Fund and its shareholders, as shareholder services agent, recordkeeper, and administrator directly and through its division, BMO Funds U.S. Services. As compensation for its services,well as alternatives to the liquidation of the Fund. Based on these factors, the Adviser is entitledrecommended to receive shareholder services fees from Class Y shares of each BMO Fund it services at the annual rate of 0.25%Board the liquidation and dissolution of the Fund’s ADNA. The Adviser has the discretion to waive a portion of its fees. However, any fee waivers are voluntary and may be terminated at any time in its sole discretion. For the fiscal year ended August 31, 2013, the Fund paid $126,209 in fees to the Adviser for these services.

The Adviser is also the administrator of the Funds. The Adviser, as administrator, is entitled to receive fees from the Fund at the following annual rates as a percentage of the Fund’s ADNA: 0.0925% on the first $250 million, 0.0850% on the next $250 million, 0.0800% on the next $200 million, 0.0400%Fund.

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on the next $100 million, 0.0200% on the next $200 million and 0.0100% on ADNA in excess of $1.0 billion. The Adviser, as administrator, may choose voluntarily to reimburse a portion of its fee at any time. For the fiscal year ended August 31, 2013, the Fund paid $145,140 in fees to the Adviser for these administrative services. The Adviser, as administrator, remits a portion of the fee received for administrative services to an unaffiliated sub administrator, as described more fully in the Fund’s statement of additional information.

The services provided by BMO Harris Bank, as custodian and securities lending agent, and the Adviser, as shareholder services agent, recordkeeper and administrator, will continue to be provided after the Subadvisory Agreement is approved by shareholders.

Board Considerations

The Board, including a majority of itsthe Independent Directors, reviewed and approved the Subadvisory Agreementliquidation and dissolution of the Fund pursuant to the Plan at athe meeting held on FebruaryNovember 5, 2014. In reaching its decision, the Board considered materials relevant to its review of the Subadvisory Agreement, a copy of the proposed Subadvisory Agreement, fees proposed to be paid by the Adviser to TCH, information regarding TCH’s investment strategy, personnel, compliance program and operations, information regarding TCH’s financial condition, and other information in response to the requirements of Section 15(c) of the 1940 Act. The Board discussed the Subadvisory Agreement and the 15(c) response with the representatives of the Adviser and TCH.

During the February 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 Subadvisory Agreement.

In considering the Subadvisory Agreement and deciding to approve it for the Fund, the Board reviewed and analyzed various factors with respect to the Fund that it determined were relevant, including the factors below, and made the following conclusions. 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.

Nature Extent and Quality of Service. The Board considered the nature, extent, and quality of service to be provided by TCH under the Subadvisory Agreement. The Board reviewed the qualifications and background of TCH, its resources and financial condition, its investment approach and philosophy, and the investment personnel who will be responsible for the day-to-day management of the Fund. The Board considered TCH’s investment process and capabilities, evaluating how TCH would complement the Adviser. The Board considered that the services provided by TCH under the Subadvisory Agreement include selecting broker-dealers for execution of portfolio transactions, monitoring adherence to the Fund’s investment restrictions, and assisting with the Fund’s compliance with securities laws and regulations and the Fund’s policies and procedures. Based on its review, the Board concluded that the nature, extent, and quality of services to be provided by TCH were adequate and appropriate in light of TCH’s experience managing other mutual funds (including fixed-income funds) for the Corporation, TCH’s portfolio management and research resources, and the Adviser’s recommendation to engage TCH.

Investment Performance of TCH. The Board considered TCH’s successful track record in managing the BMO TCH Emerging Markets Bond Fund, BMO TCH Corporate Income Fund, and BMO TCH Core Plus Bond Fund. The Board received and reviewed information regarding TCH’s performance compared against its benchmark and peer group. The Board concluded that, although past performance is not a guarantee of future results, the Fund and its shareholders were likely to benefit from TCH’s management.

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Costs of Services Provided and Profitability. The Board considered the proposed fee payable under the Subadvisory Agreement, noting that the fee would be paid by the Adviser (not the Fund) and, therefore, would not impact the fees paid by the Fund. The Board considered that the Fund would be receiving additional investment management expertise from TCH without any additional fees charged to the Fund. The Board considered the methodology used by TCH in determining compensation payable to its portfolio managers and the competitive environment for investment management talent.information provided supporting the Adviser’s recommendation. The Board also considered that the financial condition of TCH, and particularly focused onAdviser or an affiliate had agreed to pay all the financial strengthcosts in carrying out the Plan, as well as the expenses of the ultimate parent company of TCH,proxy solicitation to approve the Bank of Montreal (“BMO”), and BMO’s commitment, financial and otherwise, to the global asset management business and the Fund.

Economies of Scale. The Board considered the extent to which economies of scale would be realized as the Fund grows and whether the Fund’s fee levels reflect these economies of scale for the benefit of Fund shareholders. The Board considered the breakpoints in the Adviser fee schedule and that TCH’s fees, as a fixed percentage of the Adviser’s fee, would also undergo a corresponding reduction as Fund assets grow. The Board also considered the Adviser’s commitment to continue to evaluate fee breakpoints in the future at the adviser level, which would, in turn, affect TCH’s sub-advisory fee.

Other Benefits to the Subadviser. The Board considered other benefits that may be realized by TCH and its affiliates from their relationship with the Corporation, including the opportunity to provide advisory services to an additional Fund of the Corporation and reputational benefits. In addition, the Board noted that TCH was an affiliate of the Adviser.

Plan. Based on all of the information considered, and conclusions reached, the Board determined that the terms of the Subadvisory Agreement are fair and reasonable and that the approval of the Subadvisory Agreementliquidation and dissolution of the Fund is in the best interests of the Fund and its shareholders.

Based on all of the foregoing, the Board recommends that shareholders of the Fund vote FOR the approval of the Subadvisory Agreement.liquidation and dissolution of the Fund, as described in a plan of liquidation, including an amendment to the Articles of Incorporation to terminate the Fund as a series of the Corporation.

Other MattersOTHER MATTERS

The Board knows of no other matters that may come before the special meeting, other than the proposal as set forth above. If any other matter properly comes before the 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 following shares of the Fund were issued and outstanding and entitled to vote at the special meeting.meeting: [            ] shares for Class Y, [            ] shares for Class I, and [            ] shares for Class A.

Share Ownership Information. [AsAs of the Record Date,[October 31, 2014], the officers and directors of the Corporation, as a group, owned less than 1% of the Fund’s outstanding shares.] Unless otherwise noted below, as of the same date,[October 31, 2014], no persons owned of record or are known by the Corporation to own of record or beneficially more than 5% of any class of the Fund’s outstanding shares.

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

Proxies. Whether you expect to be personally present at the special meeting or not, we encourage you to vote by proxy. 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 in accordance with the instructions noted on the enclosed proxy card. Your shares will be voted as you instruct. If no choice is indicated, your shares will be voted FOR the proposal and in the discretion of the persons named as proxies on such other matters that may properly come before the special meeting. Any shareholder giving a proxy may revoke it 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, or by attending the special 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 special meeting and any adjournments thereof. Attendance by a shareholder at the special meeting does not, in itself, revoke a proxy.

Quorum.In order to transact business at the meeting, a quorum must be present. Under the Corporation’s Articles of Incorporation, a quorum is constituted by the presence in person or by proxy of one-third of the Fund’s shares outstanding entitled to vote at the meeting. Accordingly, for purposes of the meeting, a quorum will be constituted by the presence in person or by proxy of one-third of the outstanding shares of the Fund entitled to vote as of February 14, 2014, the Record Date. In the event that a quorum is not present at the meeting, or if a quorum is present but sufficient votes to approve the proposal are not received, the persons named as proxies may propose one or more adjournments of the meeting to a date within a reasonable time after the Record Date to permit further solicitation of proxies with respect to the 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 meeting 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 proposal in favor of such adjournment and will vote those proxies required to be voted AGAINST the proposal against such adjournment. They will vote, in their discretion, shares represented by proxies that reflect abstentions and “broker non-votes.”

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

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A broker non-vote occurs in connection with a shareholder meeting when the shareholders are asked to consider both “routine” and “non-routine” proposals. In such a case, if a broker-dealer votes on the “routine” proposal but does not vote on the “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 broker non-vote is said to occur with respect to the “non-routine” proposal. Because the only proposal is a “non-routine” matter, it is unlikely that there will be any broker non-votes at the meeting. Broker non-votes would otherwise have the same effect as abstentions (that is, they would be treated as if they were votes against the proposal).

Required Vote.In order for the Subadvisory Agreementa proposal to be approved, it must be approved by the holders of a “majorityvotes cast in favor of the outstanding voting securities” ofproposal must exceed the Fund. The term “majority ofvotes cast against 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 Fund present at the meeting if more than 50% of the outstanding voting securities of the Fund are present in person or by proxy or (ii) more than 50% of the outstanding voting securities of the Fund.proposal. Shares of all classes of the Fund will vote together as a single class. A vote in favor of thea proposal is a vote in favor of the Subadvisory Agreement.Plan and in favor of an amendment to the Articles of Incorporation to terminate the Fund as a series of the Corporation.

Method and Cost of Proxy Solicitation.Proxies will be solicited by the Corporation primarily by mail. The solicitation may also include telephone, facsimile, Internet, or oral communication by certain officers or employees of the Corporation, the Adviser, TCH, or Boston Financial Data Services, Inc. (the Fund’s transfer agent) who will not be paid for these services. Broadridge[Broadridge Financial Solutions, Inc., 51 Mercedes Way, 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 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 the 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 householded in the future, please call 1-800-236-FUND 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 Fund’s most recent annual and semi-annual reports are available without charge upon request to the Fund at 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202, on the Fund’s website at www.bmofunds.com or by calling BMO Funds U.S. Services, toll-free, at 1-800-236-FUND.

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Service ProvidersSERVICE PROVIDERS

BMO Asset Management Corp., 115 South LaSalle Street, Chicago, Illinois 60603, serves as investment adviser, administrator, and shareholder servicing agent to the Fund. BMO HarrisState Street Bank N.A., 111 East Kilbourn Avenue, Suite& Trust Company, 200 Milwaukee, Wisconsin, 53202, an affiliate of the Adviser,Clarendon Street, P.O. Box 9130, Boston, Massachusetts 02116, serves as custodian and securities lendingportfolio accounting services agent tofor the Fund. M&IBMO Investment Distributors, LLC, 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202, an affiliate of the Adviser, serves as the distributor to the Fund. UMB Fund Services, Inc., 803 West Michigan Street, Milwaukee, Wisconsin 53233, serves assub-administrator and portfolio accounting services agent for the Fund. The Fund’s transfer agent and dividend disbursing agent is Boston Financial Data Services, Inc., 2000 Crown Colony Drive, Quincy, Massachusetts 02171. Legal counsel to the Fund is Stradley, Ronon, Stevens & Young, LLP, 2005 Market Street, Suite 2600, Philadelphia, Pennsylvania 19103. The independent registered public accounting firm to the Fund is KPMG LLP, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.

Future Meetings; Shareholder ProposalsFUTURE 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 andor the Corporation’s By-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 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,

Michele L. Racadio, Secretary

BMO Funds, Inc.

Milwaukee, Wisconsin

MarchDecember [    ], 2014

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AnnexANNEX A

FormPLAN OF LIQUIDATION

BMO FUNDS, INC.

PLAN OF LIQUIDATION OF THE BMO GLOBAL NATURAL RESOURCES FUND

This Plan of Amended and Restated Subadvisory Agreement

AGREEMENT made asLiquidation (the “Plan”) of the day of         , 2014 by and between BMO Asset Management Corp., an investment adviser registered under the Investment Advisers Act of 1940, as amendedGlobal Natural Resources Fund (the “Advisers Act”“Fund”), organized under the lawsa series of Delaware (the “Adviser”), and Taplin, Canida & Habacht, LLC, a limited liability company organized under the laws of Delaware and an investment adviser registered under the Advisers Act (the “Subadviser”).

WITNESSETH

WHEREAS, BMO Funds, Inc. (the “Corporation”) is, a corporation organized and existing under the laws of the State of Wisconsin and an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and, is intended to accomplish the complete liquidation of the Fund in conformity with the laws of the State of Wisconsin.

WHEREAS, pursuant to authority granted the Adviser byon November 5, 2014, the Corporation’s Board of Directors (the “Board” or) determined that it is in the “Directors”) and pursuant to the provisionsbest interest of the Investment Advisory Agreement dated October 6, 2011, betweenFund and its shareholders that the AdviserFund be liquidated and terminated as a series of the Corporation, (the “Advisory Agreement”),subject to approval by the Adviser has selected the Subadviser to act as a sub-investment advisershareholders of the Corporation’s portfolios named on an ExhibitFund in accordance with the Wisconsin Business Corporation Law (“WBCL”);

WHEREAS, the adoption of this Plan is intended to constitute the adoption of a plan of liquidation within the meaning of Section 331 or Section 332, as applicable, of the Internal Revenue Code of 1986, as amended; and

WHEREAS, the Board has considered and approved this Agreement (each a “Fund”) and to provide certain other services,Plan as more fully set forth below, and to perform such services under the terms and conditions herein.method of liquidating the Fund.

NOW, THEREFORE, in considerationthe liquidation of the mutual agreements herein contained, it is agreed as follows:

1.The Subadviser’s Services.Fund shall be carried out in the manner hereinafter set forth:

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.

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The Subadviser shall maintain separate books and detailed records of all matters pertaining to each Fund and each Portfolio (the “Fund Books and Records”), including without limitation a daily ledger of such assets and liabilities relating thereto and brokerage and other records of all securities transactions. Fund Books and Records shall be available by overnight delivery of copies or electronic transmission without delay to the Adviser during any day that a Fund is open for business upon reasonable notice to the Subadviser.

In using reasonable efforts to obtain for a Fund the most favorable price and execution available, the Subadviser, bearing in mind a Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved, and the quality of service rendered by the broker or dealer in other transactions. The Subadviser may allocate brokerage business to firms that provide such services or facilities and in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, and interpretive guidance issued by the SEC thereunder, the Subadviser may cause the Fund to pay a broker or a dealer a commission in excess of the amount of commission another broker or dealer would have charged if the Subadviser determines in good faith that the commission paid was reasonable in relation to the brokerage or research services received.

Consistent with the foregoing paragraph, nothing in this agreement is intended to inhibit the Subadviser’s selection of broker-dealers used to execute trades for a Fund, including trades placed with broker-dealers who provide investment research services to the Subadviser. Such research services may include, but are not limited to, advice provided either directly or through publications or writings, including electronic publications, telephone contacts, and personal meetings with security analysts, economists, and corporate and industry spokespersons, and analyses and reports concerning issues, industries, and securities economic factors and trends. Research so provided is in addition to and not in lieu of the services required to be performed by the Subadviser.

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It is understood that the Subadviser may have advisory, management, service, or other contracts with other individuals or entities, and may have other interests and businesses. When a security proposed to be purchased or sold for a Fund is also to be purchased or sold for other accounts managed by the Subadviser at the same time, the Subadviser may aggregate such orders and shall allocate such purchases or sales on a pro-rata, rotating, or other equitable basis so as to avoid any one account being systematically preferred over any other account.

The Subadviser will advise the Adviser and, if instructed by the Adviser, each Fund’s custodian or sub-custodians on a prompt basis each day by electronic telecommunication of each confirmed purchase and sale of a Portfolio security specifying the name of the issuer, the full description of the security including its class, and amount or number of shares of the security purchased or sold, the market price, commission, government charges, and gross or net price, trade date, settlement date, and identity of the clearing broker. Under no circumstances may the Subadviser or any affiliates of the Subadviser act as a principal in a securities transaction with a Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act, and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.

It shall be the duty of the Subadviser to furnish to the Board such information as may reasonably be necessary in order for the Board to evaluate this Agreement or any proposed amendments hereto for the purpose of casting a vote pursuant to Section 8 or 9 hereof or in connection with the Board’s annual consideration of this Agreement under Section 15(c) of the 1940 Act.

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in this Agreement, the Subadviser shall provide reasonable assistance to the Corporation in connection with the Corporation’s compliance with the Sarbanes-Oxley ActAccepted and the rules and regulations promulgated by the SEC thereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Corporation, that it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with third-party audits arranged by the Corporation to evaluate the effectiveness of its compliance controls; (iii) providing the Corporation’s chief compliance officer with direct access to its compliance personnel; (iv) providing the Corporation’s chief compliance officer with periodic reports; and (v) promptly providing special reports to the Corporation’s chief compliance officer in the event of compliance issues. Further, the Subadviser is aware that: (i) the president (principal executive officer) and treasurer (principal financial officer) of the Corporation (collectively, the “Certifying Officers”) are required to certify the Corporation’s periodic reports on Form N-CSR and Form N-Q pursuant to Rule 30a-2 under the 1940 Act; and (ii) the Certifying Officers must rely upon certain matters of fact generated by the Subadviser of which they do not have firsthand knowledge. Consequently, the Subadviser has in place procedures and controls that are reasonably designed to ensure the adequacy of the services provided to the Corporation under this Agreement and the accuracy of the information prepared by it and which is included in the Corporation’s periodic reports, and shall provide certifications to the Corporation to be relied upon by the Certifying Officers in certifying the Corporation’s periodic reports on Form N-CSR and Form N-Q (and such other periodic reports that may require certification in the future), in a form satisfactory to the Corporation

2.Allocation of Charges and Expenses. The Subadviser will bear its own expenses of providing services hereunder. Other than as specifically indicated herein, the Subadviser shall not be responsible for the Corporation’s or the Adviser’s expenses, including, without limitation the expenses of organizing the Corporation and continuing its existence; fees and expenses of Directors and officers of the Corporation; fees for investment advisory services and administrative personnel and services; expenses incurred in the distribution of its shares (“Shares”), including expenses of administrative support services, fees and expenses of preparing and printing its Registration Statements under the Securities Act of 1933, as amended, and the 1940 Act, and any amendments thereto; expenses of registering and qualifying the Corporation, each Fund, and Shares of each Fund under federal and state laws and regulation; expenses of preparing, printing, and distributing prospectuses (and any amendments thereto) to shareholders; interest expense; taxes, fees, and commissions of every kind; expenses of issue (including costs of Share certificates), purchase, repurchase, and redemption of Shares including expenses attributable to a program of periodic issue, charges and expenses of custodians, transfer agents, dividend disbursing agents, shareholder servicing agents and registrars, printing and mailing costs, auditing, accounting, and legal expenses; reports to shareholders and governmental officers and commissions; expenses of meetings of the Board and shareholders and proxy solicitations therefore; insurance expenses; association membership dues and such nonrecurring items as may arise, including all losses and liabilities incurred in administrating the Corporation and each Fund. The Corporation or the Adviser, as the case may be, shall reimburse the Subadviser for any such expenses or other expenses of each Fund or the Adviser, as may be reasonably incurred by such Subadviser on behalf of a Fund or the Adviser. The Subadviser shall keep and supply to the Corporation and the Adviser adequate records of all such expenses. The Subadviser will pay expenses incurred by the Corporation or a Fund for any matters related to any transaction or event caused by the Subadviser that is deemed to result in a change of control of the Subadviser or otherwise result in the assignment of this Agreement under the 1940 Act. The Adviser shall be responsible for any travel costs it incurs in connection with on-site inspections of the Subadviser.

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3.Information Supplied by the Adviser. The Adviser shall provide the Subadviser with the Corporation’s Articles of Incorporation and By-Laws, each Fund’s most current Prospectus and Statement of Additional Information and the instructions, policies and directions of the Board pertaining to the Adviser and each Fund, as in effect from time to time; and the Subadviser shall have no responsibility for actions taken in reliance on any such documents. The Adviser shall promptly furnish to the Subadviser copies of all material amendments or supplements to the foregoing documents.

4.Representations of the Subadviser. The Subadviser represents, warrants, and agrees as follows:

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5.Subadviser’s Compensation. As compensation for the Subadviser’s services with respect to a Fund hereunder, the Adviser shall pay to the Subadviser a fee, computed daily and paid monthly in arrears, at an annual rate set forth on the Exhibit relating to such Fund. The method of determining net assets of such Portfolio for purposes hereof shall be the same as the method of determining net assets for purposes of establishing the offering and redemption price of Fund shares as described in each Fund’s Prospectus. If this Agreement shall be effective for only a portion of a month, the aforesaid fee shall be prorated for the portion of such month during which this contract is in effect.

6.Independent Contractor. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed to be an agent of the Corporation or of the Adviser.

7.Sales Literature. The Adviser and Subadviser acknowledge that all sales literature for investment companies (such as the Corporation) are subject to strict regulatory oversight. The Subadviser agrees to submit any proposed sales literature for the Corporation (or any Fund) or for itself or its affiliates which mentions the Corporation (or any Fund) to the Corporation’s distributor for review and filing with the appropriate regulatory authorities prior to the public release of any such sales literature, provided, however, that nothing herein shall be construed soagreed as to create any obligation or duty on the part of the Subadviser to produce sales literature for the Corporation (or any Fund). Further, the Adviser agrees to submit to the Subadviser anySections 5 and all sales literature referencing Subadviser by name or any affiliate of Subadviser for review and approval prior to filing or public release.7:

8.Amendments. The terms of this Agreement may be changed only by an instrument in writing signed by the parties, with such approvals as required by applicable law.BMO Asset Management Corp.

9.Duration and Termination.

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In the event of termination of this Agreement with respect to a Fund for any reason, the Subadviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of such Fund and with respect to any of its assets, except as expressly directed by the Adviser. In addition, the Subadviser shall deliver the Fund Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio assets management to any successors of the Subadviser, including the Adviser. The Subadviser may retain copies of any record required to meet any record retention obligation imposed by law or regulation.

10.Certain Definitions. For the purposes of this Agreement:

11.Standard of Care, Liability and Indemnification.

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12.Confidentiality. The Adviser and the Subadviser acknowledge that the Fund may disclose shareholder nonpublic personal information (“NPI”) to the Subadviser solely in furtherance of fulfilling the Subadviser’s contractual obligations under this Agreement in the ordinary course of business to support the Fund and its shareholders. The Subadviser agrees to be bound to use and redisclose such NPI only for the limited purposes of processing and servicing transactions; for specified law enforcement and miscellaneous legally permitted purposes; and as a Fund service provider or in connection with joint marketing arrangements solely at the direction and discretion of the Fund, in accordance with the limited exceptions set forth in applicable state privacy laws and Regulation S-P. The Subadviser further represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to insure the security and confidentiality of records and NPI of Fund shareholders; protect against any anticipated threats or hazards to the security or integrity of Fund shareholder records and NPI; and protect against unauthorized access to or use of such Fund shareholder records or NPI that could result in substantial harm or inconvenience to any Fund shareholder. The Subadviser agrees to maintain the confidentiality of any NPI it receives from the Fund in connection with this Agreement or any joint marketing arrangement beyond the termination date of this Agreement.

13.Jurisdiction. This Agreement shall be governed by and construed to be consistent with the Advisory Agreement and in accordance with substantive laws of the State of Wisconsin without giving regard to the conflict of law principles thereof and in accordance with the 1940 Act. In the case of any conflict between state law and the 1940 Act, the 1940 Act shall control.

14.Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

A-8

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed on their behalf by their duly authorized officers as of the date first above written.

[Signature Page to Subadvisory Agreement]

A-9

Exhibit A

Executed as of this     day of             , 2014.

1

PROXY TABULATOR

P.O BOX 9112

FARMINGDALE, NY 11735

PROXY TABULATOR
[P.O. BOX 9112
FARMINGDALE, NY 11735]
To vote by Internet
1) Read the Proxy Statement and have the proxy card below at hand.
2) Go to website www.proxyvote.com.
3) Follow the instructions provided on the website.
To vote by Telephone
1) Read the Proxy Statement and have the proxy card below at hand.
2) Call 1-800-690-6903.
3) Follow the instructions.
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: KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
BMO GLOBAL NATURAL RESOURCES FUND
Vote on Proposal For Against Abstain
1. To approve a liquidation and dissolution of the BMO Global Natural Resources Fund (the “Fund”), as described in a plan of liquidation, including an amendment to the Articles of Incorporation, as amended, of BMO Funds, Inc. (the “Corporation”) to terminate the Fund as a series of the Corporation.
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.
This proxy is solicited by the Board of Directors of the Corporation, which recommends that you vote FOR the Proposal. 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
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 Signature [PLEASE SIGN WITHIN BOX] Date

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

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

www.proxyvote.com
[    ]
BMO FUNDS, INC.
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of the BMO Global Natural Resources Fund (the “Fund”), a series of BMO Funds, Inc. a Wisconsin 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 Monday, December 22, 2014 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.