UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTONWashington, D.C. 20549
SCHEDULE 14A
(RULE14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
the Securities Exchange Act of 1934 (Amendment No. __)
(Amendment No.)Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
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Soliciting Material Pursuant to |
BMO FUNDS, INC.
(Name of Registrant as Specified in itsIn Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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BMO FUNDS, INC.
BMO Global Long/Short Equity Fund
111 East Kilbourn Avenue, Suite 200790 North Water Street
Milwaukee, WIWisconsin 53202
1-800-236-FUND
(1-800-236-3863)
www.bmofunds.com
November [], 2019June 9, 2020
Dear Shareholder:
The BMO Global Long/Short Equity Fund (the “Fund”), a seriesBoard of Directors of BMO Funds, Inc., a Wisconsin corporation (the “Corporation”), will holdhas called a special meeting of shareholders on Thursday, December 19, 2019 at 9:00 a.m. (Central Time)regarding important matters concerning the 31 series of investment portfolios currently offered by the Corporation (individually a “Fund” and, collectively, the “Funds”). The special meeting will be held at the offices of the Corporation at 111 East Kilbourn Avenue, Suite 200,790 North Water Street, Milwaukee, Wisconsin 53202. If you were a shareholder of record53202 on July 10, 2020 at 9:00 a.m. Central Time, or any adjournments or postponements thereof (the “Meeting”). The purpose of the Fund as of the close of business on November [8], 2019, you are entitledMeeting is to vote at this meeting. The shareholders of the Fund are being asked to approve the liquidation and dissolution of the Fund.
As discussed in more detail in the enclosed Proxy Statement, BMO Asset Management Corp. (the “Adviser”), the investment adviser to the Fund, recommended the liquidation of the Fundelect eight directors to the Board of Directors of the Corporation (the “Board”)Corporation.
Enclosed you will find a Notice of Special Meeting, Proxy Statement and a Proxy Card. These materials contain important information about the matters to be considered at the Meeting. We urge you to read them carefully. Then, please make sure to vote promptly.
There are several ways to vote, including by mail (by completing and signing the Proxy Card and returning it in the postage paid envelope provided), by telephone (by calling1-800-690-6903), or via the internet (by accessing the website located at www.proxyvote.com). BasedIf you intend to vote by phone or internet, you will need the control number appearing on this recommendation, on November 6, 2019, the Board voted to approve an amendmentyour Proxy Card. Please refer to the Corporation’s Articles of Incorporation, as amended,Proxy Card for more information on how to liquidate and dissolve thevote. Proxy Cards must be received, or phone or internet instructions must be provided, prior to 12:00 p.m., Central Time, on July 9, 2020 to be considered timely.
Your vote is very important to us no matter how many Fund pursuant to a plan of liquidation, subject to shareholder approval.shares you own. The Board of Directors of the Corporation has concluded thatunanimously approved the proposal is in the best interests of the Fund and unanimously recommends that you vote in favor“FOR” the election of each of the proposal.
The question and answer section that follows discusses this proposal andeight nominees identified in the Notice of Special Meeting of Shareholders, Proxy Statement itself provides greater detail about the proposal. Please review and consider the proposal carefully.Proxy Card.
Whether or notIf you plan have any questions, please contact BMO Funds U.S. Services at1-800-236-FUND (3863). We appreciate your participation and prompt response regarding this important matter, and thank you for your continued support.
Sincerely,
John M. Blaser
President
BMO Funds, Inc.
BMO FUNDS, INC.
790 North Water Street
Milwaukee, Wisconsin 53202
June 9, 2020
Notice of Special Meeting of Shareholders of
BMO Funds, Inc.
to attend thebe held on July 10, 2020
NOTICE IS HEREBY GIVEN that a special meeting please sign and returnof 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 December [ ], 2019, we may contact you. Thank you for investing in the Fund and for your continuing support.
BMO FUNDS, INC.
BMO GLOBAL LONG/SHORT EQUITY FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
The BMO Global Long/Short Equity Fund (the “Fund”), a seriesshareholders of BMO Funds, Inc., a Wisconsin corporation (the “Corporation”), will hold a special meeting of shareholders on Thursday, December 19, 2019 at 9:00 a.m. (Central Time)be held at the offices of the Corporation at 111 East Kilbourn Avenue, Suite 200,790 North Water Street, Milwaukee, Wisconsin 53202.
The meeting is being held to consider and vote53202 on the following proposal as well as any other business that may properly come before the meetingJuly 10, 2020 at 9:00 a.m. Central Time, or any adjournments or postponements thereof:thereof (the “Meeting”).
At the Meeting, and as specified in greater detail in the Proxy Statement accompanying this Notice, shareholders of the 31 series of investment portfolios currently offered by the Corporation (individually a “Fund” and, collectively, the “Funds”) will be asked to consider and approve the following proposals:
1. | To |
The Board of Directors unanimously recommends that shareholders vote FOR the proposal.
2. | To transact any other business that may properly come before the Meeting or any postponements or adjournments thereof. |
Only shareholdersShareholders of record atas of the close of business on November [8], 2019, the record date for the special meeting, shall beMay 14, 2020 (the “Record Date”) are entitled to notice of, and to vote at, the special meetingMeeting or any adjournmentsadjournment or postponementspostponement thereof.
Important Notice Regarding Shareholders may vote by completing and signing the Internet Availability ofenclosed Proxy Materials forCard and returning it in the Shareholder Meeting
to be held on December 19, 2019:
The Letter to Shareholders, Notice of Special Meeting of Shareholders, and Proxy Statement are available at www.proxyvote.com.
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD PROMPTLY OR PROXY VOTE BY
TOLL-FREE TELEPHONE OR INTERNET IN ACCORDANCE
WITH THE INSTRUCTIONS NOTED ON THE ENCLOSED PROXY CARD.
As a shareholder of the Corporation, you are asked to attend the special meeting either in personpostage paid envelope provided, or by proxy. If you are unable to attendfollowing the special meeting in person, we urge you to vote by proxy prior toinstructions on 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 a toll-free telephone number, or (3) using the Internet. Your promptProxy Card for voting by proxy will help assure a quorum attelephone or via 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., 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 or toll-free number noted on the enclosed proxy card. Proxy cards and written notices of revocation must be received by the Fund prior to the special meeting.
internet.
By Order of the Board of Directors, |
Michael J. Murphy |
Secretary |
BMO Funds, Inc. |
Milwaukee, Wisconsin
November [], 2019
YOUR VOTE IS VERY IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE VOTE BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE ACCOMPANYING POSTAGE-PAID RETURN ENVELOPE, OR BY FOLLOWING THE INSTRUCTIONS TO VOTE BY TELEPHONE OR OVER THE INTERNET.
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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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By mail, using the enclosed proxy card and return envelope;
By telephone, using the toll-free number on your proxy card;
Through the Internet, using the website address on your proxy card; or
In person at the shareholder meeting.
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BMO FUNDS, INC.
BMO GLOBAL LONG/SHORT EQUITY FUND790 North Water Street
111 East Kilbourn Avenue, Suite 200Milwaukee, Wisconsin 53202
Milwaukee, WI 53202June 9, 2020
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERSSpecial Meeting of Shareholders of
December 19, 2019BMO Funds, Inc.
General.to be held on July 10, 2020
This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors of BMO Funds, Inc., a Wisconsin corporation (the “Corporation”) with respect, on behalf of the 31 series of investment portfolios currently offered by the Corporation (individually a “Fund,” and collectively, the “Funds”), of voting instructions to the BMO Global Long/Short Equity Fund (the “Fund”). The Fund consists of three classes of shares: Institutional Class (“Class I”), Advisor Class (“Class A”) and Retirement Class (“Class R6”).
Thebe used at a special meeting of shareholders willof the Corporation to 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 Thursday, December 19, 2019July 10, 2020 at 9:00 a.m. (Central Time) andCentral Time, or any adjournments or postponements thereof (the “Meeting”).
This Proxy Statement provides you with information you should review before voting on the proposal that will be presented 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,Meeting. You are receiving this Proxy Statement and Proxy Card will be mailed to shareholders on or about November [], 2019.
Record Date/Shareholders Entitled to Vote.Ifbecause you ownedare the owner of shares of one or more of the FundFunds as of the close of business on November [8], 2019May 14, 2020 (the “Record Date”), then you.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on July 10, 2020.The Notice of Special Meeting of Shareholders, this Proxy Statement and the accompanying Proxy Card are first being mailed to shareholders on or about June 9, 2020, and will also be available at www.proxyvote.com as of that date. You will need the control number on the Proxy Card to log in.
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Why am I receiving this Proxy Statement?
This Proxy Statement is being provided to persons who own shares in one or more of the Funds as of the Record Date to solicit their vote on the proposal described herein.
Who is eligible to vote and how will the shares be voted?
Shareholders of record at the close of business on the Record Date are entitled to vote at the special meeting (orMeeting or any adjournmentsadjournment or postponements thereof). You will bepostponement of the Meeting. Moreover, each such shareholder is entitled to one vote per full share (and a fractional vote per fractional share)or fraction thereof for each share you ownedor fraction thereof standing in such shareholder’s name on the books of each Fund as of the Record Date.
BACKGROUND TO PROPOSALHow do I vote?
BMO Asset Management Corp.You may vote by completing the enclosed Proxy Card. You may also vote by telephone by calling1-800-690-6903 or through the website located at www.proxyvote.com. If you intend to vote by telephone or internet, you will need the control number appearing on your Proxy Card. Proxy Cards that are properly signed, dated and received, or telephone or internet instructions that are properly placed, in accordance with the instructions provided on the Proxy Card prior to 12:00 p.m., Central Time, on July 9, 2020, will be followed as specified. If you sign, date and return the investment adviser to the Fund (the “Adviser”), recommended the liquidationProxy Card, but do not specify a vote for one or more of the Fundnominees for director, your shares will be voted in favor of electing each of the eight director nominees to the Board of Directors of the Corporation (the “Board”), basedand in the discretion of the proxies named therein with respect to any other business that may properly come before the Meeting or any postponements or adjournments thereof.
If I vote now as requested, can I change my vote later?
You may revoke your vote at any time prior to 12:00 p.m., Central Time, on July 9, 2020, by submitting written notice of revocation or a varietyproperly completed, executed and later-dated Proxy Card, or by placing subsequent instructions by telephone or the internet.
What are the quorum requirements, and what votes are necessary to approve the proposal?
Shareholders of factors,all Funds will vote together for purposes of electing directors. A quorum of shareholders is necessary to hold a valid meeting and to consider the proposal, and the presence in person or by proxy of holders ofone-third of the shares of capital stock of the Corporation entitled to vote without regard to series or class
shall constitute a quorum. Directors are elected by the affirmative vote of a plurality of shares present at the Meeting, either in person or by proxy, and entitled to vote. This means that the eight directors who receive the largest number of votes will be elected as directors. In the election of directors, votes may be cast in favor or withheld. Abstentions and brokernon-votes will have no effect on the proposal.
May the Meeting be adjourned to another date?
The Meeting may be adjourned at any time by the affirmative vote of a majority of shares voting on the adjournment, even if less than a quorum. The Meeting may be adjourned for any purpose, including, but not limited to, the low level of assetsallowing additional time to solicit votes on one or more matters, to disseminate additional information to shareholders or to count votes. The persons named as proxies in the Fund,Proxy Card are expected to vote in favor of any proposed adjournment or postponement.
How does the Fund’s projected rateBoard of asset growth and its impactDirectors of the Corporation recommend that I vote on the Fund’s abilityproposal?
The Board recommends that you vote to achieve economies of scale, the impact of performance issues on marketing efforts to grow the Fund, the profitabilityelect each of the eight director nominees designated in this Proxy Statement.
What other business will be discussed at the Meeting?
The Board does not intend to present any matters before the Meeting other than as described in this Proxy Statement, and is not aware of any other matters to be brought before the Meeting or any adjournments thereof by others. If any other matter legally comes before the Meeting, the shares of each Fund will be voted in the discretion of the persons named as proxies in the Proxy Card.
Who do I contact with questions regarding the proposal?
For questions regarding the proposal described in this Proxy Statement, please call BMO Funds U.S. Services at1-800-236-FUND (3863).
ELECTION OF DIRECTORS
Which Funds’ shareholders will vote on this proposal?
Proposal 1 applies to shareholders of all Funds as of the Record Date, voting together.
Who are the nominees for director?
At its meetings on March 9, 2020 and March 20, 2020, the Corporation’s Nominating and Governance Committee unanimously recommended to the Adviser,Board thatMarie-Renée Bakker and Teresa V. Jankovic, respectively, be nominated to stand for election to the willingnessBoard effective September 1, 2020. Also at its March 20 meeting, the Nominating and Governance Committee unanimously recommended to the Board that Vincent P. Lyles and Daniela O’Leary-Gill (who have not previously been elected by shareholders to the Board) stand for election to the Board and that John M. Blaser, Ridge A. Braunschweig, John A. Lubs and Barbara J. Pope stand forre-election to the Board. Ms. Bakker, Mr. Blaser, Mr. Braunschweig, Ms. Jankovic, Mr. Lubs, Mr. Lyles, Ms. O’Leary-Gill and Ms. Pope are referred to herein as the “nominees.” At its meeting on May 13, 2020, the Board unanimously accepted and endorsed the Nominating and Governance Committee’s recommendations and approved the presentation of the Advisernominees to continue to waive its management fees and/the shareholders with the recommendation that the shareholders elect or reimburse expenses sore-elect, as to maintain the Fund’s annual expense ratio atcase may be, each nominee as a competitive level. Based upon these factors, which are described further below under “Board Approval and Recommendation,” the Adviser recommended the liquidation and dissolutionmember of the Fund.Board.
At anin-person meetingMr. Benjamin A. Cutler’s term as a member of the Board heldwill end on November 6, 2019,August 31, 2020. The Corporation has a mandatory retirement age and accordingly Mr. Cutler is not standing forre-election at the Board, includingMeeting and is therefore not a majoritynominee. Information for Mr. Cutler is presented in this Proxy Statement given his status as a current director as of the directorsdate hereof.
Each of the nominees has consented to being named in this Proxy Statement and to serve if elected. The Corporation knows of no reason why any nominee would be unable or unwilling to serve if elected.
The table below sets forth certain information concerning the nominees. Information is listed separately for the nominees who are not (or, in the case of Ms. Bakker and Ms. Jankovic, would not be) “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”), unanimously approved, subject to shareholder approval,and the two nominees – Mr. Blaser and Ms. O’Leary-Gill – each of whom is an amendment to the Corporation’s Articles of Incorporation, as amended (the “Articles of Incorporation”) to terminate the Fund as a series“interested person” of the Corporation under Wisconsin law(the “Interested Directors”). The Corporation currently has 31 separate Funds, and the liquidation and dissolution of the Fund pursuant to a plan of liquidation.
If shareholders of the Fund approve the proposal, the Articles of Incorporation will be amended to terminate the Fund as a series of the Corporation. In addition, the Fund will be liquidated and dissolved pursuant to a plan of liquidation.
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.
PROPOSAL 1: APPROVAL OF AN ARTICLES AMENDMENT TO LIQUIDATE AND DISSOLVE THE
BMO LONG/SHORT GLOBAL EQUITY FUND
Shareholders are being asked to approve an amendment to the Articles of Incorporation to terminate the Fund as a series of the Corporation under Wisconsin law. If approved, the Fund will be liquidated and dissolved pursuant to the plan of liquidation described below and an amendment to the Articles of Incorporation will be filed to terminate the Fund as a series of the Corporation. The Board, including a majority of the Independent Directors, has approved the liquidation and dissolution of the Fund, including the plan of liquidation and amendment to the Articles of Incorporation, and submission of the proposal to shareholders of the Fund for approval.
The remainder of this section provides a summary of the plan 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 the Board’s considerations and approval and concludes with the Board’s recommendation.
Summary of the Plan of Liquidation
The Plan of Liquidation (the “Plan”) is attached hereto asAnnex A, and this summary of the Plan is qualified in its entirety by the reference toAnnex A.
Effective Date of Plan; Liquidation Time.The Plan will become effective upon its approval by the shareholders of the Fund (the “Effective Date”). Assuming the Plan is approved at the special meeting on December 19, 2019, the Adviser anticipates that the Fund will commence making liquidating distributions on or about the close of trading on the New York Stock Exchange on December [], 2019 (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 will 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 ofeach current director oversees all of the Fund’s liabilities,Funds.
If approved by shareholders, Ms. Bakker and distributing its assets toMs. Jankovic will each serve as an Independent Director, and their election will be effective September 1, 2020. If approved by shareholders, in accordance with the provisionselection orre-election 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,remaining nominees 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 eacheffective automatically following such 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.approval.
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 IncomeInformation about Directors 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 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. 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. The Form of Articles Amendment is attached hereto asAnnex B.
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. Prior to the Liquidation Time, shareholders may also generally exchange their shares of the Fund for the same class of shares of any of the other BMO Funds free of charge, provided a shareholder meets the investment minimum of the new fund and resides in a jurisdiction where the new fund shares may be lawfully offered for sale. However, an exchange is treated as a redemption and a subsequent purchase, and is therefore a taxable transaction for federal income tax purposes.
Material Federal Income Tax Considerations and Other Aspects of the 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 partnerships, S corporations, financial institutions, insurance companies,tax-exemptDirector Nominees 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 ortax-exempt shareholders. Implementing the Plan may impose unanticipated tax consequences on shareholders and affect shareholders differently, depending on their particular tax situations independent of the Plan. Shareholders are
encouraged to consult with their own tax advisor to determine the particular tax consequences to them of 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 of the Fund’s common stock that is a U.S. citizen or U.S. resident alien, a C corporation, or other entity taxable as a C corporation for U.S. federal income tax purposes, that was created or organized under the laws of the United States, any state or the District of Columbia, an estate whose income is subject to U.S. federal income taxation regardless of its source, or a trust that either is subject to the supervision of a court within the United States and has one or more U.S. persons with authority to control all of its substantial decisions or has a valid election in effect under applicable Treasury Regulations to be treated as a United States person.
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 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 subject to Fund-level taxation on the Fund’s net gain, if any, realized from the liquidating sale of its assets. In the unlikely event that the Fund should lose its status as a regulated investment company during the liquidation process, the Fund would be treated as a regular corporation for federal income tax purposes during its last taxable year. In this event, the Fund would be subject to federal income taxes on the full amount of its taxable income and gains, 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, and Fund distributions would be taxed as corporate dividends to the extent of the Fund’s earnings and profits.
To the extent necessary, the Fund shall, by the Liquidation Time, have declared a distribution or distributions which, together with all previous such distributions, have the effect of distributing to the Fund’s shareholders all of the Fund’s investment company taxable income for the taxable years ending at or prior to the Liquidation Time (computed without regard to any deduction for dividends paid), and all of the Fund’s net capital gain, if any, realized in the taxable years ending at or prior to the Liquidation Time (after reduction for any available capital loss carry-forward) and any additional amounts necessary to avoid any federal income or excise tax for such periods. The Fund’s shareholders will be taxed on any such distributions in the same manner as any other distribution of the Fund. Alternatively, the Fund may, if eligible, treat all or a portion of such amounts required to be distributed as a 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 Distribution made to the Fund’s shareholders in complete liquidation of the Fund. As described in the next paragraph, any such Liquidating Distribution will be treated for federal income tax purposes as having been received by Fund shareholders as consideration for a sale or exchange of their Fund shares.
A shareholder who receives a Liquidating Distribution will be treated as having received the Liquidating Distribution in exchange for the shareholder’s shares of the Fund and will recognize gain or loss based on the difference between the amount received and the shareholder’s basis in the Fund shares. If a shareholder holds shares as capital assets, the gain or loss will be 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 and trust shareholders at a maximum federal income tax rate of 20%, and any such loss will be treated as long-term capital loss. Capital gain or loss on shares held for twelve months or less will be treated as short-term capital gain or loss, except that any loss realized with respect to shares of the Fund held for six months or less will be treated as long-term capital loss to the extent of any distributions of net capital gain that were previously received on the shares. Capital losses may be subject to limitations on their use by a shareholder.
In addition to the federal income tax, certain individuals, trusts and estates may be subject to a Medicare tax of 3.8% on Fund distributions or upon receipt of a Liquidating Distribution treated as an exchange of the shareholder’s Fund shares. The Medicare tax is imposed on the lesser of: (i) a taxpayer’s investment income, net of deductions properly allocable to such income, or (ii) the amount by which such taxpayer’s modified adjusted gross income exceeds certain thresholds ($250,000 for married individuals filing jointly, $200,000 for unmarried
individuals, and $125,000 for married individuals filing separately). Any capital gain realized by a shareholder upon an exchange of Fund shares is includable in such shareholder’s investment income for purposes of this Medicare tax.
If a shareholder redeems or exchanges the shareholder’s shares before the Liquidation Time, then such redemption or exchange (whether for cash orin-kind proceeds) will be taxed as described in the prior paragraph for Liquidating Distributions.
A Liquidating Distribution to a shareholder may be subject to backup withholding, unless the shareholder provides a correct taxpayer identification number and certifies that the shareholder is not subject to backup withholding and is a U.S. person. Certain shareholders specified in the Code may be exempt from backup withholding. The current backup withholding rate is 24%. Backup withholding is not an additional tax and is creditable against a taxpayer’s federal income tax liability, provided that the required information is timely furnished to the Internal Revenue Service.
An Individual Retirement Account (an “IRA”) is generally not taxable on investment income and gain from the Fund (assuming that the IRA did not incur debt to finance its investment in the Fund). Accordingly, the receipt by an IRA of a Liquidating Distribution should not be a taxable event for the IRA. However, if the IRA beneficiary receives a distribution from the IRA as a result of the 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 if the beneficiary has not attained 591⁄2 years of age, such distribution will generally constitute an early distribution subject to a 10% 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 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 roll the distribution into another IRA within sixty (60) days of the date of the distribution, provided that it is the only such rollover during that year. IRA owners should promptly provide instructions to their IRA custodian with respect to a rollover of a distribution. For more information, IRA owners should contact BMO Funds U.S. Services at1-800-236-FUND.
Shareholders should consult their tax advisors to determine the federal, state, and other income tax consequences of receiving the Liquidating Distribution with respect to their particular tax circumstances.
Board Approval and Recommendation
At the Board meeting held on November 6, 2019, the Adviser reviewed a number of factors related to the proposed liquidation. The Adviser noted that the Fund’s poor performance relative to its benchmark and peer group index has made it difficult to grow assets, and the Fund’s limited assets suggest that there is limited potential to achieve economies of scale. The Adviser noted that as of September 30, 2019, the Fund had net assets of approximately $2.6 million. The Adviser noted 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 2018 fiscal year was 2.66% for Class I, 2.89% for Class A, and 2.49% for Class R6 shares. Giving effect to the Adviser’s agreement to waive or reduce its investment advisory fee and reimburse certain Fund expenses through December 31, 2019, the Fund’s net annualized expense ratio for the 2018 fiscal year was 1.41% for Class I, 1.66% for Class A, and 1.26% for Class R6 shares. The Adviser also discussed the tax implications of the liquidation on the Fund and its shareholders, as well as alternatives to the liquidation of the Fund. Based on these factors, the Adviser recommended to the Board the liquidation and dissolution of the Fund.
The Board, including a majority of the Independent Directors, approved an amendment to the Articles of Incorporation to liquidate and dissolve the Fund pursuant to the Plan at the meeting held on November 6, 2019. In reaching its decision, the Board considered the Adviser’s recommendation and the information provided supporting the Adviser’s recommendation. The Board also considered that the Adviser or an affiliate had agreed to pay all the costs in carrying out the Plan, as well as the expenses of the proxy solicitation to approve the liquidation and dissolution of the Fund. Based on all of the information considered, the Board determined that the approval of the liquidation and dissolution of the Fund is in the best interests of the Fund and its shareholders.
Based on all of the foregoing, the Board unanimously recommends that shareholders of the Fund vote FOR the approval of an amendment to the Articles of Incorporation to liquidate and dissolve the Fund pursuant to the Plan.
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.
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: [ ] shares for Class I, [ ] shares for Class A, and [ ] shares for Class R6.
Share Ownership Information.As of the Record Date, 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 Record Date, 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. [To be completed]
Name, |
| Principal | Portfolios Overseen in Fund Complex by Trustee3 | Held by Trustee During Past Five Years4 | ||||||||
Independent Director Nominees (Previously elected by shareholders) | ||||||||||||
Ridge A. Braunschweig Age: 67 | Independent Director, since October 2009. | President and Chief Executive Officer, CPL Industries, Inc. (a manufacturing holding company prior to May 2009 and a family office since May 2009), since January 2012. | None. | |||||||||
John A. Lubs Age: 72 | Independent Director, since July 2004. | Retired; formerly, Vice Chairman, Mason Companies, Inc. (a footwear distributor), from 2004 to 2010 and Chief Operating Officer, from 2003 to 2010. | 32 | None. | ||||||||
Barbara J. Pope Age: 72 | Independent Director, since March 1999. | Retired; formerly, President of Barbara J. Pope, P.C. (a financial consulting firm), from 1992 to 2015; President of Sedgwick Street Fund LLC (a private investment partnership), from 1996 to 2015; Tax Partner, Price Waterhouse. | 32 | None. |
Name, | Position(s) and | Principal | Portfolios Overseen in Fund Complex by Trustee3 | Other Directorships Held by Trustee During Past Five Years4 | ||||||||
Independent Director Nominees (Not previously elected by shareholders) | ||||||||||||
Marie-Renée Bakker Age: 63 | Independent Director, effective September 1, 2020. | Director, National Green Fund (a Dutch “green” investment fund) since 2016; previously, Senior Finance Manager at the World Bank Group (financial institution), 2005–2019. | 32 | 6 | None. | |||||||
Teresa V. Jankovic Age: 64 | Independent Director, effective September 1, 2020. | Founder and Independent Consultant, The Independent Consultant, LLC (a financial services consulting firm), since 2016; Managing Director, Bank of New York Mellon, from 2011 to 2016. | 32 | 6 | None. | |||||||
Vincent P. Lyles Age: 59 | Independent Director, since September 2017. | Vice President of Community Relations, Advocate Aurora Health Care, since 2019; President and Chief Executive Officer, Boys & Girls Club of Greater Milwaukee, from 2012 to 2018. | 32 | None. |
Name, | Position(s) and | Principal | ||||||||||||||
Portfolios Overseen in Fund Complex by Trustee3 | Other Directorships Held by Trustee During Past Five Years4 | |||||||||||||||
Independent Director (Not standing forre-election) | ||||||||||||||||
Ben Cutler Age: 75 | Independent Director, since July 2004. | |||||||||||||||
Chairman, USHEALTH Group, Inc. (a health insurance company), since 2004; CEO and President, USHEALTH Group, Inc., from 2004 to 2016. | 32 | None. | ||||||||||||||
Interested Director Nominee5 (Previously elected by shareholders) | ||||||||||||||||
John M. Blaser Age: 63 | Director and President, since May 1999. | Managing Director of BMO Asset Management Corp. (the “Adviser”), since June 2012. | 32 | None. | ||||||||||||
Interested Director Nominee5 (Not previously elected by shareholders) | ||||||||||||||||
Daniela O’Leary-Gill Age: 55 | Director, since August 2018. | Retired; formerly, Chief Operating Officer of BMO Financial Group, from 2018 to 2020; Director of the Adviser from 2018 to 2020; Head, Communications, Government & Investor Relations from 2016 to 2018; Head, AML Program Oversight from 2014 to 2016. | 32 | 6 | None. |
*
1 | The address of each director is 790 North Water Street, Milwaukee, Wisconsin 53202. |
2 | Each director serves an indefinite term until he or she retires or otherwise resigns, is removed, dies, or until his or her successor is duly elected. Retirement for a director occurs no later than August 31 following his or her 75th birthday. |
3 | As of the date of this Proxy Statement, the BMO Funds Complex currently offers 32 Funds, including the BMO LGM Frontier Markets Equity Fund. |
4 | “Other Directorships Held” includes serving as a director only of a public company or another registered mutual fund. This disclosure does not include directorships on a charitable or private organization. |
5 | Mr. Blaser is an “interested person” of the Corporation (as defined in the 1940 Act) due to the positions that he holds with the Corporation and BMO Asset Management Corp. (the “Adviser”). Ms. O’Leary-Gill is an “interested person” of the Corporation due to the positions that she held with the Adviser and the Bank of Montreal (“BMO”). |
6 | If elected. |
Why are directors being elected at the present time?
The Corporation believesBoard currently consists of seven members, of whom Mr. Braunschweig, Mr. Cutler, Mr. Lubs, Mr. Lyles and Ms. Pope are Independent Directors and Mr. Blaser and Ms. O’Leary-Gill are Interested Directors. All but Mr. Lyles and Ms. O’Leary-Gill have been previously elected by shareholders. For Board succession planning purposes, the Board is seeking to have Ms. Bakker and Ms. Jankovic added to the Board as Independent Directors effective September 1, 2020.
How long would each nominee serve?
Each nominee if elected will hold an indefinite term until he or she retires or otherwise resigns, is removed, dies, or until his or her successor is duly elected. A director must retire from the Board no later than August 31 following his or her 75th birthday.
What are the qualifications of the directors and nominees?
The Nominating and Governance Committee oversees the administration of the Board Governance Guidelines and Procedures (the “Governance Guidelines”) and provides assistance to the Board in the selection of potential nominees for election to the Board. The Nominating and Governance Committee will consider and evaluate nominee candidates properly submitted by shareholders on the same basis as it considers and evaluates candidates recommended by other sources. Ms. Bakker and Ms. Jankovic were recommended as nominees to the Board by the directors. A copy of the Nominating and Governance Committee Charter is attached hereto as Exhibit A.
In determining that the entities in the above chartnominees are the holders of record of these shares and are not the beneficial owners of such shares.
Any shareholder that owns 25% or more of the outstanding shares of the Fund or a class of shares of the Fund may be presumedqualified 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.
Proxies.Whether you expect to be personally present at the special meeting or not, we encourage you to vote by proxy prior to the special meeting. You can do this in one of three ways. You may complete, date, sign, and return the accompanying proxy card using the enclosed postage prepaid envelope; you may vote by calling1-800-690-6903; or you may vote by Internet in accordance with the instructions noted on the enclosed proxy card. Your shares will be votedserve as you instruct. If you simply date, sign, and return the proxy card but 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 (i.e., a later-dated proxy), or by attending the special meeting and voting in person. A prior proxy can also be revoked through the website or toll-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 or postponements thereof. Attendance by a shareholder at the special meeting does not, in itself, revoke a proxy. Proxy cards and written notices of revocation must be received by the Fund prior to the special meeting.
Quorum.In order to transact business at the meeting, a quorum must be present. Under the Articles of Incorporation, a quorum is constituted by the presence in person or by proxy ofone-third of 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 ofone-third of the outstanding shares of the Fund entitled to vote as of 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. When 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 “brokernon-votes.”
Required Vote.In order for the proposal to be approved, the votes cast in favor of the proposal must exceed the votes cast against the proposal. Shares of all classes of the Fund will vote together as a single class. A vote in favor of the proposal is a vote in favor of an amendment to the Articles of Incorporation to terminate the Fund as a series of the Corporation pursuant to the Plan.
Abstentions and BrokerNon-Votes.For purposes of determining the presence of a quorum for transacting business at the meeting, abstentions will be treated as shares that are present and entitled to vote and will have the effect of a “no” vote for purposes of obtaining the requisite approval for the proposal.
A brokernon-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 brokernon-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 brokernon-votes at the meeting. Brokernon-votes would otherwise have the same effect as abstentions (that is, they would be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum and as if they were votes against the proposal).
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 employeesdirectors of the Corporation, the Adviser, or SS&C Technologies, Inc. (the Fund’s transfer agent) who will not be paid for these services. Broadridge Financial Solutions, Inc., 1155 Long Island Avenue, Edgewood, New York 11717, has been retainedNominating and Governance Committee and the Board considered the Governance Guidelines, among other criteria, and evaluated a wide variety of
information about the nominees, and multiple factors contributed to assistthe decision. No single factor was determinative. Generally, each nominee’s professional, business, and educational background; and, to the extent known, each nominee’s judgment, character and integrity, and ability to work effectively with the other directors; and commitment to act 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 costsbest interests of the special meeting, including legal costs, printingshareholders of the Corporation were considered in determining each nominee’s qualifications to serve on the Board. Consideration was also given to each nominee’s ability to devote sufficient time to the affairs of the Corporation in order to carry out the responsibilities of a director. The Nominating and mailing costs,Governance Committee and the costsBoard also considered whether an individual’s background or expertise would contribute to the Board having directors with a variety of experiences and backgrounds. With respect to each nominee, the Nominating and Governance Committee and the Board considered, among other factors, the following experiences and qualifications:
The Nominating and Governance Committee and the Board considered Ms. Bakker’s professional experience serving in various leadership positions at the World Bank Group, her extensive experience serving as a member of the solicitationboard of proxies. directors of several financial andnon-profit institutions, and the executive, financial, and corporate governance experience that she has gained over the course of her career.
The Adviser or its affiliates will also reimburse brokersNominating and other nominees for their reasonable expenses in communicating with persons for whom they hold sharesGovernance Committee and the Board considered that Mr. Blaser has served as a director and President 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 conveniencesince 1999 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 call1-800-236-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 dated August 31, 2019 and February 28, 2019, respectively, 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, at1-800-236-FUND.
BMO Asset Management Corp., 115 South LaSalle Street, Chicago, Illinois 60603, serves as investment adviser, administrator, and shareholder servicing agent to the Fund. State Street Bank and Trust Company, 1 Iron Street, Boston, Massachusetts 02210, serves as custodian, portfolio accounting services agent andsub-administrator for the Fund. BMO Investment Distributors, LLC, 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202, an affiliateManaging Director of the Adviser since June 2012 and as Vice President of the Adviser from 1998 to 2012. The Nominating and Governance Committee and the Board also considered his professional and financial industry experience serving as chief financial officer for various fund complexes, the audit, executive, financial, investment, and operations experience that he has gained over the course of his career and through his financial industry experience, and, due to his position with the Adviser, his involvement in theday-to-day management of the Adviser and the Corporation.
The Nominating and Governance Committee and the Board considered that Mr. Braunschweig has served as a director of the Corporation since 2009, and that he serves as Chair of the Audit Committee. The Nominating and Governance Committee and the Board also considered his professional experience serving in various executive positions with CPL Industries, Inc. and his auditing experience, his experience serving as an executive and director of a private charitable foundation, and the audit, executive, financial, and operations experience that he has gained over the course of his career.
The Nominating and Governance Committee and the Board considered Ms. Jankovic’s professional experience in her role as an independent financial consultant and serving in various leadership positions at Bank of New York Mellon, her experience as a financial services audit partner at an accounting firm, and the executive, financial, operations, and technology experience that she has gained over the course of her career.
The Nominating and Governance Committee and the Board considered that Mr. Lubs has served as a director of the Corporation since 2004, and that he serves as Vice Chair of the Nominating and Governance Committee. The Nominating and Governance Committee and the Board considered his professional experience serving in various executive positions with Mason Companies, Inc. and the executive, financial, and operations experience that he has gained over the course of his career.
The Nominating and Governance Committee and the Board considered that Mr. Lyles has served as a director of the Corporation since 2017. The Nominating and Governance Committee and the Board also considered Mr. Lyles’s professional experience, including currently serving as Vice President of Community Relations at Advocate Aurora Health Care. Mr. Lyles previously served as President and CEO of the Boys and Girls Club of Greater Milwaukee, President of M&I Community Development Corporation, and a Director of Robert W. Baird & Co. The Nominating and Governance Committee and the Board also considered the executive, financial, legal, and operations experience that Mr. Lyles gained over the course of his career.
The Nominating and Governance Committee and the Board considered that Ms. O’Leary-Gill has served as a director of the Corporation since 2018. The Nominating and Governance Committee and the Board also considered Ms. O’Leary Gill’s professional experience, including serving as Chief Operating Officer of BMO Financial Group from February 1, 2018 until her retirement in 2020 and as an executive officer of BMO Harris Bank, N.A. since 2001. The Nominating and Governance Committee and the Board also considered the executive, financial, and operations experience that Ms. O’Leary-Gill gained over the course of her career.
The Nominating and Governance Committee and the Board considered that Ms. Pope has served as a director of the Corporation since 1999, and that she serves as Chair of the Nominating and Governance Committee. The Nominating and Governance Committee and the Board also considered her professional experience serving as President of Barbara J. Pope, P.C. and President of Sedgwick Street Fund LLC, her experience as a tax partner at an accounting firm, and the executive, financial, and investment experience that she has gained over the course of her career.
What is the Board’s leadership structure and role in risk oversight?
Theday-to-day operations of the Funds are managed by the Adviser with assistance from other service providers approved by the Board. The Board, directly and through its Committees, oversees the services provided by the Adviser and other Fund service providers. The Board does not have a chairperson or an independent lead director. The President of the Corporation, or such other person designated by the Board, serves as the distributorchair of the Board meetings. Counsel to the Fund.Funds and Independent Directors attend all Board meetings. The Fund’s transfer agentBoard is structured to encourage equal participation by all members and dividend disbursing agentto provide for and to promote open and candid communication between the Board and Adviser and the other service providers to assist the Board in fulfilling its oversight responsibilities.
As part of its general oversight responsibilities, the Board, directly and through its Committees, is SS&C Technologies, Inc. (formerly, DST Asset Manager Solutions, Inc.)involved in the risk oversight of the Funds. The Funds, the Adviser, and other Fund service providers have adopted policies, procedures and controls to address the Funds’ operational, investment (including liquidity), 2000 Crown Colony Drive, Quincy, Massachusetts 02171. Legal counseland compliance risks. The Board and its Committees meet regularly during the year to review, among other information related to the Funds’ operations, the contractual arrangements with the Adviser and other service providers for the Funds, the Funds’ performance, investment strategies, and limitations, as well as compliance, financial and regulatory matters. The Board, directly and through its Committees, reviews information from the Adviser, other Fund is Stradley, Ronon, Stevens & Young, LLP, 2005 Market Street, Suite 2600, Philadelphia, Pennsylvania 19103. Theservice providers, the Funds’ independent registered public accounting firm, and counsel to the Fund is KPMG LLP, 191 West Nationwide Blvd, Suite 500, Columbus, Ohio 43215.
FUTURE MEETINGS; SHAREHOLDER PROPOSALS
Funds and Independent Directors to assist it in its oversight responsibilities. The Corporation generally is not required to hold annual meetings of shareholdersBoard reviews the Funds’ performance and meets with the Adviser andsub-advisers, as applicable, and the Corporation generally does not hold a meetingFunds’ portfolio managers. As part of shareholders in any year unless certain specified shareholder actions suchits compliance oversight, the Board receives and reviews the annual report prepared by the Chief Compliance Officer (“CCO”) as election of directors or approval of a new advisory agreement are required to be takenby Rule38a-1 under the 1940 Act orand quarterly reports regarding the Articlesoperation of Incorporation or the Corporation’sBy-Laws. By observing this policy,compliance policies and procedures, including any material compliance issues that arose during the quarter for the Funds. The Independent Directors also meet quarterly with the CCO in executive session. In addition, any material changes to a Fund’s investment objective, strategies, and restrictions are reviewed and approved by the Board.
What are the committees of the Board?
The Corporation seeks to avoidhas established two standing committees: a Nominating and Governance Committee and an Audit Committee. Each such Committee is comprised solely of Independent Directors.
Nominating and Governance Committee. The Nominating and Governance Committee oversees the expenses customarily incurredadministration of the Governance Guidelines. In addition, as described in the preparation of proxy materialsNominating and Governance Committee Charter, discussed above, the holding of shareholder meetings.
A shareholder desiringNominating and Governance Committee evaluates and nominates, or recommends for nomination, candidates for the Board. The Nominating and Governance Committee may consider candidates for the Board submitted by shareholders if a vacancy were 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 (i.e., before the Corporation begins to print and send its proxy materials).exist. 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. Ms. Pope serves as the Chair and Mr. Lubs serves as the Vice Chair of the Nominating and Governance Committee. During the fiscal year ended August 31, 2019, the Nominating and Governance Committee held one meeting.
Audit Committee. The mere submissionAudit Committee serves to provide an open avenue of communication among the Board, the Funds’ independent registered public accounting firm, and the internal and external accounting staff serving the Funds. The Board has adopted a written Audit Committee Charter pursuant to which the Audit Committee evaluates the independence of, and approves the retention of, the independent registered public accounting firm to audit the financial statements of the Funds, reviews the results of Fund audits, and preapproves, or establishes preapproval policies
and procedures concerning, all audit andnon-audit services provided to the Funds. The Audit Committee monitors the accounting policies of the Funds, as well as the work of the independent registered public accounting firm. Mr. Braunschweig serves as the Chair of the Audit Committee. As determined by the Corporation’s Board of Directors, the Corporation has four audit committee financial experts on its Audit Committee, each of whom is an Independent Director: Mr. Braunschweig, Mr. Cutler, Mr. Lubs and Ms. Pope. During the fiscal year ended August 31, 2019, the Audit Committee held two meetings.
How often does the Board meet?
The Board typically holds regular meetings in person four times a year. In addition, the Board or any Committee may hold special meetings by telephone or in person to discuss specific matters, including matters that may require action prior to the next regular meeting, and may act upon unanimous written consent in lieu of a proposalmeeting where appropriate. Regular or special meetings of the Board also may be conducted by means of a shareholdervideo conference as circumstances warrant. There were four regular meetings of the Board held during the Funds’ last fiscal year, and each director attended each meeting.
What are the directors and officers paid by the Corporation for their services?
With respect to the fiscal year ended August 31, 2019, each Independent Director was paid an aggregate retainer of $110,000. Interested Directors and officers did not receive any fees from the Corporation during the fiscal year ended August 31, 2019. Neither the Corporation nor the Funds maintain any deferred compensation, pension or retirement plans, and no pension or retirement benefits are accrued as Corporation or Fund expenses. The following table shows the fees paid to the directors by the Corporation for the fiscal year ended August 31, 2019.
Director Name | Aggregate Compensation from Corporation | Total Compensation from Trust and Fund Complex Paid to Directors | ||||||
Independent Director Nominees | ||||||||
Ridge A. Braunschweig | $ | 107,442 | $ | 110,000 | ||||
Benjamin M. Cutler | $ | 107,442 | $ | 110,000 | ||||
John A. Lubs | $ | 107,442 | $ | 110,000 | ||||
Vincent P. Lyles | $ | 107,442 | $ | 110,000 | ||||
Barbara J. Pope | $ | 107,442 | $ | 110,000 | ||||
Interested Director Nominees | ||||||||
John M. Blaser1 | N/A | N/A | ||||||
Daniela O’Leary-Gill1 | N/A | N/A |
1 | Non-compensated Interested Director. |
The Corporation may reimburse the directors for certain expenses associated with their attendance at, and participation in, meetings of the Board of Directors. Director compensation is established by the Board and is reevaluated annually. The Board does not guaranteehave a compensation committee.
There have been no arrangements or understandings between any director, nominee or officer and any other person(s) pursuant to which (s)he was selected as a director, nominee or officer.
What vote is required to elect the nominees to the Board of Directors of the Corporation?
Shareholders of all Funds will vote together for purposes of electing directors of the Corporation. Directors are elected by the affirmative vote of a plurality of shares present at the Meeting, either in person or by proxy, and entitled to vote. This means that such proposalthe eight nominees who receive the largest number of votes will be includedelected as directors. Because the nominees are running unopposed, all eight nominees are expected to be elected as directors, as all nominees who receive votes in favor will be elected, while votes not cast or votes to withhold will have no effect on the election outcome. If you sign, date and return the Proxy Card, but do not specify a vote for one or more of the nominees for director, your shares will be voted in favor of electing each of the eight director nominees to the Board of Directors of the Corporation, and in the Proxy Statement because certain rules under the federal securities laws must be complied with before inclusiondiscretion of the proposalproxies named therein with respect to any other business that may properly come before the Meeting or any postponements or adjournments thereof. Abstentions and brokernon-votes will have no effect on the proposal. If your shares are held in an IRA account with UMB Bank, n.a. (“UMB”) as custodian, UMB will vote any shares held in the account in accordance with the timely written instructions received. If no timely written instructions are received, UMB may vote such unvoted shares as instructed by the Adviser, which may include voting in the same proportion of shares of the Corporation for which written voting instructions were timely received by the Corporation from the Corporation’s other shareholders (i.e., “echo voting”) or in accordance with the recommendations of the Board.
What is required. Also, the submission doesBoard’s recommendation on Proposal 1?
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE EIGHT NOMINEES TO SERVE ON THE BOARD OF DIRECTORS.
ADDITIONAL INFORMATION |
Who are the officers of the Corporation?
Exhibit B contains certain information concerning the officers of the Corporation. These officers are appointed by the Board annually and are not mean thatbeing presented for election by the proposal will be presentedshareholders.
What is the security ownership of management and certain others?
Information about the security ownership of the directors, nominees and officers of the Corporation, as well as information regarding the principal holders of each Fund’s shares, is set forth inExhibit C.
Who is the adviser to the Funds, and who are thesub-advisers?
BMO Asset Management Corp., located at 115 South LaSalle Street, Chicago, Illinois 60603, is the meeting. Forinvestment adviser of the Funds. In this capacity, the Adviser is responsible for theday-to-day management of each Fund’s investment program. The Adviser conducts investment research and makes investment decisions for the Funds, except for the Pyrford International Stock Fund, LGM Emerging Markets Equity Fund, and a shareholder proposalportion of the assets of the Alternative Strategies Fund, for which the Adviser performs oversight of the Funds’sub-advisers. The Adviser, pursuant to be considered at a shareholder meeting, it must be a proper matterthe terms of an exemptive order from the SEC and subject to Board approval, has appointed the followingsub-advisers for consideration under applicable law.the following Funds:
Sub-Adviser and Address | FundSub-Advised | |
Pyrford International, Ltd. 95 Wigmore Street London, United Kingdom, W1U 1FD | Pyrford International Stock | |
LGM Investments Limited 95 Wigmore Street London, United Kingdom, W1U 1FD | LGM Emerging Markets Equity | |
BMO Asset Management Limited Exchange House, Primrose Street London, United Kingdom, EC2A 2NY | Alternative Strategies |
Who is the Corporation’s administrator and principal underwriter?
The Adviser is responsible for managing the Trust’s administrative affairs, and in this capacity, oversees State Street Bank and Trust Company (“State Street”), which serves assub-administrator to the Corporation. State Street’s address is 1 Iron Street, Boston, Massachusetts 02116.
The Corporation’s principal underwriter is Foreside Financial Services, LLC, located at Three Canal Plaza, Portland, Maine 04101.
Who are the Corporation’s independent auditors?
Information related to the Corporation’s independent public accounting firm can be found inExhibit D.
How can I obtain more information about the Funds?
THE MOST RECENT ANNUAL REPORT TO SHAREHOLDERS, WHICH CONTAINS AUDITED FINANCIAL STATEMENTS FOR THE CORPORATION’S FISCAL YEAR ENDED AUGUST 31, 2019, AND THE MOST RECENT SEMI-ANNUAL REPORT TO SHAREHOLDERS, WHICH CONTAINS UNAUDITED FINANCIAL STATEMENTS FOR THE CORPORATION’S SIX MONTHS ENDED FEBRUARY 29, 2020 ARE AVAILABLE, FREE OF CHARGE BY WRITING THE CORPORATION AT 790 NORTH WATER STREET, MILWAUKEE, WISCONSIN 53202 OR CALLING THE CORPORATION AT1-800-236-FUND (3863). THE ANNUAL AND SEMI-ANNUAL REPORTS ARE ALSO AVAILABLE AT WWW.BMOFUNDS.COM.
Who will pay for the Meeting and related costs?
The Adviser will pay the expenses relating to the Proxy Statement and Meeting, including the printing, mailing, and vote tabulation expenses, legal fees, andout-of-pocket expenses.
Other information regarding the Meeting and the solicitation of votes.
Proxies will be solicited by the Board primarily by mail. The solicitation may also include telephone, internet or oral communication by certain officers or employees of the Corporation, none of whom will be paid for these services. In addition, the Corporation has entered into a contract with Broadridge Financial Solutions, Inc. (“Broadridge”), 1155 Long Island Avenue, Edgewood, New York 11717, pursuant to which Broadridge will provide certain proxy solicitation, project management, data processing, tabulation, and internet and telephonic voting services in addition to mailing the proxy materials. The fees to be paid to Broadridge under the contract are estimated to be approximately $225,000.
Householding.
If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive a separate Proxy Card. If you would like to receive a separate copy of the Proxy Statement, future proxy statements or other related materials please call1-800-236-FUND (3863) or write to the Corporation at 790 North Water Street, Milwaukee, Wisconsin 53202. If you currently receive multiple copies of Proxy Statements or shareholder reports and would like to request to receive a single copy of documents in the future, please call the toll-free number or write to the address above.
Shareholder communications and proposals.
Shareholders who want to communicate with the Board or an individual director should send their written communications to the Secretary of the Corporation at the address set forth on the cover of this Proxy Statement.
The Corporation does not hold regular shareholders’ meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholders’ meeting should send their written proposals to the Secretary of the Corporation at the address set forth on the cover of this Proxy Statement. Proposals must be received a reasonable time before the Corporation begins to print and send the proxy materials to be considered for inclusion in the proxy materials for a meeting. Timely submission does not necessarily mean a proposal will be included in the proxy materials. Any shareholder proposal that is not submitted within a reasonable time before the Corporation sends out its proxy materials will be considered untimely and will not be included in the proxy materials.
By Order of the Board of Directors
Michael J. Murphy, Secretary of
BMO Funds, Inc.
NOMINATING & GOVERNANCE COMMITTEE CHARTER
BMO FUNDS, INC. and
BMO LGM FRONTIER MARKETS EQUITY FUND
NOMINATING AND GOVERNANCE COMMITTEE CHARTER
I. | Purpose |
The purpose of the Nominating and Governance Committee (the “Committee”) of the Board of Directors
Michael J. Murphy, Secretary
BMO Funds, Inc.
Milwaukee, Wisconsin
November [], 2019
PLAN OF LIQUIDATION
BMO FUNDS, INC.
PLAN OF LIQUIDATION OF THE BMO GLOBAL LONG/SHORT EQUITY FUND
This Plan of Liquidation (the “Plan”) of the BMO Global Long/Short Equity Fund (the “Fund”), a series of BMO Funds, Inc. (the “Corporation”), a corporation organized and existing under the lawsBoard of Trustees of BMO LGM Frontier Markets Equity Fund (the “Trust” and together with the Corporation, the “Funds”) (collectively, the “Board”) is to:
1. | Provide assistance to the Board in the selection of candidates for election to the Board, including: |
Identifying, as necessary, independent director candidates who are qualified to serve as directors of the StateFunds.
Evaluating and recommending to the Board the candidates for election to the Board; and
2. | Oversee the administration of the Board Governance Guidelines and Procedures and otherwise help guide the Board on governance matters. |
II. | Composition |
The Committee shall be composed of Wisconsin and anopen-end management investment company registered underthree or more directors/trustees who are not “interested persons” of the Funds within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”(“Independent Directors”), is intended to accomplish and who are otherwise free from any relationship that, in the complete liquidationopinion of the Fund in conformityBoard, might interfere with the lawsexercise of their independent judgment as members of the State of Wisconsin.Committee.
WHEREAS,Each Committee member shall be appointed by the Board and shall serve until his or her successor is appointed, until he or she resigns from the Committee, until he or she is removed from the Committee or until his or her service on November 6, 2019, the Corporation’s Board of Directors (the “Board”) determined that it is in the best interestterminates.
The Board will appoint a Chairperson of the Fund and its shareholders that the Fund be liquidated and terminated as a series of the Corporation, subject to approvalCommittee. The Chairperson will serve until he or she resigns, is removed by the shareholders of the Fund in accordance with the Wisconsin Business Corporation Law (“WBCL”);
WHEREAS, the adoption of this PlanBoard, or is intended to constitute the adoption ofreplaced by a plan of liquidation within the meaning of Section 331 or Section 332, as applicable, of the Internal Revenue Code of 1986, as amended (the “Code”); and
WHEREAS, the Board has considered and approved this Plan as the method of liquidating the Fund.
NOW, THEREFORE, the liquidation of the Fund shall be carried out in the manner hereinafter set forth:duly appointed successor.
III. | Committee Meetings |
The Committee will meet as often as it deems necessary. The Committee may request that any officer or employee of the Funds, the Funds’ investment adviser, the Funds’ counsel or others attend a meeting of the Committee. The Committee may meet in person or by telephone or video conference.
The Chairperson will preside at all Committee meetings at which he or she is present and have such other duties and powers as may be determined by the Board.
At any Committee meeting, a majority of the Committee members constitutes a quorum. Any action of the Committee requires the vote of a majority of the Committee members then in attendance (provided a quorum is present). A majority of the Committee members may act by written consent to the extent not inconsistent with theBy-Laws of the Funds.
The Committee will report to the Board regarding the Committee’s activities.
IV. | Responsibilities, Duties and Powers |
The responsibilities, duties and powers of the Committee are as follows:
1. |
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2. | Evaluate and recommend new candidates who are qualified for Board membership for election to the Board. |
3. | Evaluate the independence of |
4. | Review and reassess the adequacy of this charter periodically and recommend any proposed changes to |
5. | Retain such experts or consultants, including outside counsel, as it deems appropriate, at the Funds’ expense. |
6. | Periodically review the Board Governance Guidelines and Procedures, and recommend changes, if any, to the Board. |
7. | Review, as needed, the composition of the Board to determine whether it may be appropriate to add individuals with different backgrounds or skill sets from those already on the Board. |
8. | Review, as necessary, the responsibilities of any committees of the Board, whether there is a continuing need for each committee, whether there is a need for additional committees of the Board, and whether committees should be combined or reorganized. |
9. | Investigate any other matter brought to its attention within the scope of its duties. |
10. | Perform any other activities consistent with this Charter, the Corporation’s Articles of Incorporation, |
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Adopted: October 2004
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AcceptedAmended and agreedRestated: May 2020
CORPORATION OFFICERS
The officers of the Corporation are elected annually by the Board and hold the same position with all of the Funds of the Corporation. Each officer holds office for one year and until the election and qualification of his or her successor. The address of each officer is 790 North Water Street, Milwaukee, Wisconsin 53202. Officers of the Corporation, together with information as to Sections 5their principal business occupation during the past five years and 7:
BMO Asset Management Corp.
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FORM OF ARTICLES AMENDMENT
TO BE EFFECTIVE AT 11:59 P.M., CST, ON DECEMBER [], 2019
BMO FUNDS, INC.
AMENDMENT NO. […]
TO
ARTICLES OF INCORPORATION
The undersigned officer of BMO Funds, Inc. (the “Corporation”) hereby certifies thatcertain other information, are shown in accordance with Section 180.1003 of the Wisconsin Statutes, the following Amendmenttable as of the Corporation’s Articles of Incorporation, as amended (the “Articles”) was duly adopted to remove the BMO Global Long/Short Equity Fund as a class of the Corporation.
“The Articles are hereby amended as follows:
Section (a) of Article IV is hereby amended by deleting section (a) thereof and inserting the following as a new paragraph:
‘(a) The Corporation is authorized to issue an indefinite number of shares of common stock, par value $.0001 per share. Subject to the following paragraph, the authorized shares are classified as follows:March 23, 2020.
Name and Age |
| Principal Occupation(s) | ||||
John M. Blaser
| Director and President; elected by the Board annually; since May 1999 | Managing Director of the Adviser, since June 2012. | ||||
Age: 48 | Chief Compliance Officer and Anti-Money Laundering Compliance Officer; elected by the Board annually; since November 2017 | Vice President and Chief Compliance Officer of BMO Harris Bank, since 2017; Assistant Vice President, Deputy Chief Compliance Officer, since 2014; Senior Compliance Officer of BMO Harris Bank, since 2012. | ||||
Timothy M. Bonin Age: 47 | Vice President, Chief Financial Officer and Treasurer; elected by the Board annually; since February 2006 | Vice President of the Adviser, since February 2006. | ||||
Michael J. Murphy Age: 41 | Secretary; elected by the Board annually; since May 2016 | Senior Counsel and Vice President of BMO Harris Bank N.A., since 2014. |
OUTSTANDING SHARES AND SHARE OWNERSHIP
The following table sets forth the shareholders who own 5% or more of shares of each class of each Fund, as applicable, as of the Record Date. The Corporation believes these are the holders of record only, not the beneficial owners, unless noted otherwise.
Fund | Class | Name and Address | Number of Shares | Percent of Class of Fund | ||||||||||
BMO Low Volatility Equity | I | LPL Financial Omnibus Customer Accounts Attn: Mutual Fund Trading 4707 Executive Dr. San Diego, CA 92121-3091 | 2459936.719 | 17.88 | % | |||||||||
I | National Financial Services LLC fbo Exclusive Bene of Our Customer Attn: Mutual Funds Dept. 4th Fl. 499 Washington Blvd. Jersey City, NJ 07310-1995 | 2394151.664 | 17.4 | % | ||||||||||
I | Mitra & Co. fbo 98 c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 | 2076013.153 | 15.09 | % | ||||||||||
I | Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0002 | 1836950.402 | 13.35 | % | ||||||||||
I | Mac Co. Acct 855972 Attn: Mutual Fund Operations 500 Grant St. Rm.151-1010 Pittsburgh, PA 15219-2502 | 1924578.026 | 13.99 | % | ||||||||||
A | Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Fund Dept. 211 Main St. San Francisco, CA 94105-1905 | 1236713.385 | 45.48 | % | ||||||||||
A | Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0002 | 764757.051 | 28.12 | % | ||||||||||
BMO Dividend Income | I | National Financial Services LLC Attn: Mutual Funds Dept. 4th Fl. 499 Washington Blvd. Jersey City, NJ 07310-1995 | 3275637.513 | 17.2 | % |
Fund Name and Address Pershing LLC PO Box 2052 Jersey City, NJ 07303-2052 SEI Private Trust Co. c/o Bankers Trust SWP 1 Freedom Valley Dr. Oaks, PA 19456-9989 Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Fund Dept. 211 Main St. San Francisco, CA 94105-1905 TD Ameritrade Inc. for the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0002 BMOLarge-Cap Value Mitra & Co. fbo 98 c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0002 Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0002 Mitra & Co. fbo 98 c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Mitra & Co. fbo 98 Daily Plans c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Class Number of
Shares Percent of
Class of
Fund I 6144959.243 32.26 % I 3904661.439 20.5 % A 463330.772 51.11 % A 100847.804 11.12 % A 65219.866 7.19 % I 1978375.417 12.47 % I 12145773.96 76.58 % A 132982.788 10.56 % A 174584.069 13.86 % A 118715.558 9.42 %
Fund Name and Address BMO Funds Inc. BMO Aggressive Allocation Fund 111 E. Kilbourn Ave. Ste. 200 Milwaukee, WI 53202-6672 BMO Funds Inc. BMO Growth Allocation Fund 111 E. Kilbourn Ave. Ste. 200 Milwaukee, WI 53202-6672 BMO Funds Inc. BMO Balanced Allocation Fund 111 E. Kilbourn Ave. Ste. 200 Milwaukee, WI 53202-6672 BMO Funds Inc. BMO Moderate Allocation Fund 111 E. Kilbourn Ave. Ste. 200 Milwaukee, WI 53202-6672 Mitra & Co. fbo 98 Daily Plans c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 BMOLarge-Cap Growth Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Fund Dept. 211 Main St. San Francisco, CA 94105-1905 National Financial Services LLC Attn: Mutual Funds Dept. 4th Fl. 499 Washington Blvd. Jersey City, NJ 07310-1995 Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0002 Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Fund Dept. 211 Main St. San Francisco, CA 94105-1905 Class Number of
Shares Percent of
Class of
Fund R6 839516.995 31.54 % R6 497828.477 18.7 % R6 896139.399 33.66 % R6 195565.689 7.35 % R6 174612.842 6.56 % Y 177573.537 5.64 % Y 307934.735 9.78 % Y 213925.362 6.79 % I 420902.526 5.65 %
Fund Name and Address National Financial Services LLC fbo Exclusive Bene of Our Customer Attn: Mutual Funds Dept. 4th Fl. 499 Washington Blvd. Jersey City, NJ 07310-1995 Mitra & Co. fbo 98 c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0002 SEI Private Trust Co c/o Washington Trust 1 Freedom Valley Dr. Oaks, PA 19456-9989 SEI Private Trust Co. c/o Washington Trust 1 Freedom Valley Dr. Oaks, PA 19456-9989 Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0002 Stifel Nicolaus Co. Inc. 501 N. Broadway Fl. 8 Saint Louis, MO 63102-2137 TD Ameritrade Inc. for the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 Lincoln Retirement Services Company fbo our customer PO Box 7876 Fort Wayne, IN 46801-7876 Class Number of
Shares Percent of
Class of
Fund I 446304.45 5.99 % I 1024796.134 13.76 % I 1929899.136 25.91 % I 435234.816 5.84 % I 1066313.824 14.32 % A 9916.201 26.87 % A 2429.543 6.58 % A 17447.587 47.28 % R6 2196749.271 15.43 %
Fund Name and Address National Financial Services LLC fbo Exclusive Bene of Our Customer Attn: Mutual Funds Dept. 4th Fl. 499 Washington Blvd. Jersey City, NJ 07310-1995 BMOMid-Cap Value Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0002 Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0002 Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Fund Dept. 211 Main St. San Francisco, CA 94105-1905 Hartford Life Insurance Co. Attn: UIT Operations PO Box 2999 Hartford, CT 06104-2999 TD Ameritrade Inc. for the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 BMO Funds Inc. BMO Aggressive Allocation Fund 111 E. Kilbourn Ave. Ste. 200 Milwaukee, WI 53202-6672 BMO Funds Inc. BMO Growth Allocation Fund 111 E. Kilbourn Ave. Ste. 200 Milwaukee, WI 53202-6672 BMO Funds Inc. BMO Balanced Allocation Fund 111 E. Kilbourn Ave. Ste. 200 Milwaukee, WI 53202-6672 Class Number of
Shares Percent of
Class of
Fund R6 9652477.606 67.8 % I 6308318.98 84.38 % A 318717.544 9.74 % A 340815.637 10.41 % A 181523.527 5.55 % A 301457.579 9.21 % R6 291595.658 18.11 % R6 172692.842 10.72 % R6 310328.945 19.27 %
Fund Name and Address Associated Trust Co. fbo our customer PO Box 22037 Green Bay, WI 54305-2037 Voya Retirement Insurance and Annuity Company 1 Orange Way Windsor, CT 06095-4773 Mitra & Co. fbo 98 Daily Plans c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 BMOMid-Cap Growth Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0002 Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0002 BMO Funds Inc. BMO Aggressive Allocation Fund 111 E. Kilbourn Ave. Ste. 200 Milwaukee, WI 53202-6672 BMO Funds Inc. BMO Growth Allocation Fund 111 E. Kilbourn Ave. Ste. 200 Milwaukee, WI 53202-6672 BMO Funds Inc. BMO Balanced Allocation Fund 111 E. Kilbourn Ave. Ste. 200 Milwaukee, WI 53202-6672 BMO Funds Inc. BMO Moderate Allocation Fund 111 E. Kilbourn Ave. Ste. 200 Milwaukee, WI 53202-6672 BMOSmall-Cap Value Mitra & Co. fbo 98 c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Class Number of
Shares Percent of
Class of
Fund R6 368263.758 22.87 % R6 95449.959 5.93 % R6 278716.929 17.31 % I 4757799.021 92.08 % A 134118.529 13.88 % R6 171363.557 33.78 % R6 101597.47 20.03 % R6 181868.623 35.86 % R6 38382.548 7.57 % I 370565.065 9.95 %
Fund Name and Address Pershing LLC PO Box 2052 Jersey City, NJ 07303-2052 Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Fund Dept. 211 Main St. San Francisco, CA 94105-1905 Mitra & Co. fbo 98 c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0002 Mitra & Co. fbo 98 Daily Plans c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 BMO Funds Inc. BMO Aggressive Allocation Fund 111 E. Kilbourn Ave. Ste. 200 Milwaukee, WI 53202-6672 BMO Funds Inc. BMO Growth Allocation Fund 111 E. Kilbourn Ave. Ste. 200 Milwaukee, WI 53202-6672 BMO Funds Inc. BMO Balanced Allocation Fund 111 E. Kilbourn Ave. Ste. 200 Milwaukee, WI 53202-6672 BMO Funds Inc. BMO Moderate Allocation Fund 111 E. Kilbourn Ave. Ste. 200 Milwaukee, WI 53202-6672 Voya Retirement Insurance and Annuity Company 1 Orange Way Windsor, CT 06095-4773 Class Number of
Shares Percent of
Class of
Fund I 2919676.922 78.36 % A 57588.871 27.82 % A 47383.773 22.89 % A 21803.668 10.53 % A 12821.963 6.2 % R6 215161.753 29.19 % R6 127413.948 17.28 % R6 229713.136 31.16 % R6 44832.237 6.08 % R6 95846.435 13 %
Fund Name and Address BMOSmall-Cap Core Vallee & Co. fbo 98 c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Mitra & Co. fbo BMO Harris-OneAmerica c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Mitra & Co. fbo 98 c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0002 UMB Bank NA Cust IRA 229080 S. 25th St. Wausau, WI 54403-5802 Maril & Co. fbo 98 c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 BMOSmall-Cap Growth CapinCo c/o US Bank NA 1555 N. Rivercenter Dr. Ste. 302 Milwaukee, WI 53212-3958 Mitra & Co. fbo 98 c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0002 BMO Funds Inc. BMO Aggressive Allocation Fund 111 E. Kilbourn Ave. Ste. 200 Milwaukee, WI 53202-6672 Class Number of
Shares Percent of
Class of
Fund I 146194.244 12.19 % I 60613.351 5.05 % I 894847.098 74.61 % A 4744.058 9.68 % A 2716.404 5.54 % A 10495.965 21.42 % I 356182.668 8.98 % I 213204.273 5.37 % I 2133317.306 53.77 % I 229306.297 5.78 %
Fund Name and Address BMO Funds Inc. BMO Balanced Allocation Fund 111 E. Kilbourn Ave. Ste. 200 Milwaukee, WI 53202-6672 Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Fund Dept. 211 Main St. San Francisco, CA 94105-1905 Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0002 BMO Global Low Volatility Equity JP Morgan Securities LLC Omnibus Exclusive Benefit of Customers 4 Chase Metrotech Center 3rd Fl. Mutual Fund Department Brooklyn, NY 11245-0003 Vallee & Co. fbo 98 c/o Reliance Trust Company(WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 National Financial Services LLC fbo Exclusive Bene of Our Customer Attn: Mutual Funds Dept. 4th Fl. 499 Washington Blvd. Jersey City, NJ 07310-1995 Mitra & Co. fbo 98 c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 National Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310-1995 National Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310-1995 National Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310-1995 Class Number of
Shares Percent of
Class of
Fund I 244540.779 6.16 % A 139052.633 8.13 % A 125742.745 7.35 % I 903188.73 65.01 % I 89650.698 6.45 % I 88815.355 6.39 % I 237563.5 17.1 % A 854.607 7.43 % A 1702.11 14.8 % A 1179.562 10.26 %
Fund Name and Address National Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310-1995 National Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310-1995 Pamela Miller TTEE Pamela Miller Revoc Liv Trust LPL Financial 4707 Executive Dr. San Diego, CA 92121-3091 TD Ameritrade Inc. for the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 BMO Disciplined International Equity Fund Vallee & Co. fbo 98 c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Morgan Stanley Smith Barney LLC fbo a Customer of MSSB 1 New York Plaza New York, NY 10004-1901 BMO Funds Inc. BMO Aggressive Allocation Fund 111 E. Kilbourn Ave. Ste. 200 Milwaukee, WI 53202-6672 BMO Funds Inc. BMO Growth Allocation Fund 111 E. Kilbourn Ave. Ste. 200 Milwaukee, WI 53202-6672 BMO Funds Inc. BMO Balanced Allocation Fund 111 E. Kilbourn Ave. Ste. 200 Milwaukee, WI 53202-6672 Class Number of
Shares Percent of
Class of
Fund A 1579.873 13.74 % A 900.394 7.83 % A 1966.973 17.1 % A 978.102 8.5 % A 1107.703 9.63 % I 471103.887 10.12 % I 1148072.978 24.66 % I 517138.627 11.11 % I 306971.837 6.59 % I 550341.392 11.82 %
Fund Name and Address Maril & Co. fbo 98 c/o Reliance Trust Company(WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Mitra & Co. fbo 98 c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0002 Maril & Co. fbo 98 c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 BMO Pyrford International Stock National Financial Services LLC fbo Exclusive Bene of Our Customer Attn: Mutual Funds Dept. 4th Fl. 499 Washington Blvd. Jersey City, NJ 07310-1995 CapinCo c/o US Bank NA 1555 N. Rivercenter Dr. Ste. 302 Milwaukee, WI 53212-3958 Mitra & Co. fbo 98 c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Pershing LLC PO Box 2052 Jersey City, NJ 07303-2052 Comerica Bank fbo customer PO Box 75000 MSC 3446 Detroit, MI 48275-0001 Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0002 Class Number of
Shares Percent of
Class of
Fund I 251249.784 5.4 % I 1240584.902 26.65 % A 3759.832 26.1 % A 10000 69.43 % I 7842294.24 22.82 % I 6551677.133 19.07 % I 3283767.708 9.56 % I 5609656.711 16.32 % I 2308764.27 6.72 % A 15358.746 6.46 %
Fund Name and Address Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Fund Dept. 211 Main St. San Francisco, CA 94105-1905 Vallee & Co. fbo 98 c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 TD Ameritrade Inc. for the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 Mitra & Co. fbo 98 c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 9th Floor Attn: Dara Alderton Flexpath Indexplus Moderate 2025 Fund I Series 1100 North Market Street Wilmington, DE 19890-1100 9th Floor Attn: Dara Alderton Flexpath Indexplus Moderate 2035 Fund I Series 1100 North Market Street Wilmington, DE 19890-1100 9th floor Attn: Dara Alderton Flexpath Indexplus Moderate 2045 Fund I Series 1100 North Market Street Wilmington, DE 19890-1100 9th Floor Attn: Dara Alderton Flexpath Indexplus Moderate 2055 Fund I Series 1100 North Market Street Wilmington, DE 19890-1100 Class Number of
Shares Percent of
Class of
Fund A 28762.985 12.1 % A 62283.271 26.2 % A 17694.338 7.44 % A 45722.677 19.23 % R6 980691.835 5.73 % R6 1656388.713 9.68 % R6 1515383.567 8.86 % R6 894159.359 5.23 %
Fund Name and Address Wells Fargo Bank fbo Various Retirement Plans 1525 West Wt Harris Blvd. Charlotte, NC 28288-1076 Northern Trust Company fbo Packaging Corp of America Master Retirement Trust 50 Lasalle St. Chicago, IL 60675-0001 BMO LGM Emerging Markets Equity Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Fund Dept. 211 Main St. San Francisco, CA 94105-1905 National Financial Services LLC fbo Exclusive Bene of Our Customer Attn: Mutual Funds Dept. 4th Fl. 499 Washington Blvd. Jersey City, NJ 07310-1995 CapinCo c/o US Bank NA 1555 N. Rivercenter Dr. Ste. 302 Milwaukee, WI 53212-3958 Mitra & Co. fbo 98 c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Pershing LLC PO Box 2052 Jersey City, NJ 07303-2052 Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Fund Dept. 211 Main St. San Francisco, CA 94105-1905 Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0002 Class Number of
Shares Percent of
Class of
Fund R6 3186846.634 18.63 % R6 2949876.945 17.25 % I 2681341.899 14.81 % I 961088.972 5.31 % I 2145836.093 11.85 % I 927847.013 5.12 % I 5988397.077 33.07 % A 38439.532 14.31 % A 137107.232 51.03 %
Fund Name and Address TD Ameritrade Inc. for the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 BMO Alternative Strategies BMO Funds Inc. BMO Growth Allocation Fund 111 E. Kilbourn Ave. Ste. 200 Milwaukee, WI 53202-6672 BMO Funds Inc. BMO Balanced Allocation Fund 111 E. Kilbourn Ave. Ste. 200 Milwaukee, WI 53202-6672 BMO Funds Inc. BMO Moderate Allocation Fund 111 E. Kilbourn Ave. Ste. 200 Milwaukee, WI 53202-6672 BMO Funds Inc. BMO Conservative Allocation Fund 111 E. Kilbourn Ave. Ste. 200 Milwaukee, WI 53202-6672 NFS LLC Febo FMTC TTEE Vanderbilt 403b fbo customer Nashville, TN 37221-4148 NFS LLC Febo FMTC TTEE Vanderbilt 403b fbo customer Nashville, TN 37221-2613 National Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310-1995 BMO Ultra ShortTax-Free Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Fund Dept. 211 Main St. San Francisco, CA 94105-1905 Class Number of
Shares Percent of
Class of
Fund A 15469.181 5.76 % I 288664.402 13.05 % I 1063701.571 48.1 % I 453867.004 20.52 % I 368979.176 16.68 % A 267.447 18.32 % A 112.327 7.7 % A 1023.004 70.09 % I 9530680.241 18.69 %
Fund Name and Address SEI Private Trust Company c/o BMO Harris Swp One Freedom Valley Drive Oaks, PA 19456-9989 National Financial Services LLC fbo Exclusive Bene of Our Customer Attn: Mutual Funds Dept. 4th Fl. 499 Washington Blvd. Jersey City, NJ 07310-1995 Newly Weds Foods Inc. 4140 W. Fullerton Ave. Chicago, IL 60639-2198 Kenwood Cash LLC 225 W. Washington St. Ste. 1650 Chicago, IL 60606-3486 Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0002 SEI Private Trust Company c/o BMO Harris SWP One Freedom Valley Drive Oaks, PA 19456-9989 Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0002 Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Fund Dept. 211 Main St. San Francisco, CA 94105-1905 Jeffrey T. Ticknor Barbara L. Ticknor Jt Wros David R. Begalke Joan I. Begalke Jt Wros TD Ameritrade Inc. for the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 Class Number of
Shares Percent of
Class of
Fund I 9317514.894 18.27 % I 2565398.114 5.03 % I 5927589.971 11.62 % I 5480767.247 10.75 % I 3172406.697 6.22 % I 2844279 5.58 % A 264120.625 21.65 % A 72724.306 5.96 % A 85966.2 7.05 % A 71751.265 5.88 % A 90437.571 7.41 %
Fund Name and Address Mitra & Co. fbo 62 c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 BMO ShortTax-Free Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Fund Dept. 211 Main St. San Francisco, CA 94105-1905 Vallee & Co. fbo 98 c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 SEI Private Trust Company c/o BMO Harris Swp One Freedom Valley Drive Oaks, PA 19456-9989 Mitra & Co. fbo 98 c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Fund Dept. 211 Main St. San Francisco, CA 94105-1905 Charles Schwab & Co. Inc. Special Custody A/C fbo Customers Attn: Mutual Funds 211 Main Street San Francisco, CA 94105-1905 TD Ameritrade Inc. for the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 Patricia A. Frazier TTEE Daniel G. Frazier TTEE Frazier Revocable TRUST Class Number of
Shares Percent of
Class of
Fund A 259427.806 21.26 % I 1311094.808 10.67 % I 831288.522 6.76 % I 7586061.438 61.73 % I 682209.792 5.55 % A 28133.962 6.97 % A 30327.153 7.52 % A 112737.192 27.94 % A 37957.332 9.41 %
Fund Name and Address National Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310-1995 BMO Short-Term Income Vallee & Co. fbo 98 c/o Reliance Trust Company(WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 SEI Private Trust Company c/o BMO Harris Swp One Freedom Valley Drive Oaks, PA 19456-9989 Chicago Professional Sports LP 1901 W. Madison St. Chicago, IL 60612-2459 Kokosing Construction Company Inc. 6235 Westerville Rd. Westerville, OH 43081-4041 Mitra & Co. fbo 98 c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0002 BMO Interemediate Tax-Free Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Fund Dept. 211 Main St. San Francisco, CA 94105-1905 Charles Schwab & Co. Inc. Special Custody A/C fbo Customers Attn: Mutual Funds 211 Main Street San Francisco, CA 94105-1905 National Financial Services LLC Attn: Mutual Funds Dept. 4th Fl. 499 Washington Blvd. Jersey City, NJ 07310-1995 Class Number of
Shares Percent of
Class of
Fund A 27776.092 6.88 % I 2969798.544 12.35 % I 3836269.643 15.96 % I 2378437.748 9.89 % I 3435517.97 14.29 % I 4253644.65 17.69 % A 175086.083 8.22 % Y 18936442.49 47.8 % Y 3917297.01 9.89 % Y 11299659.67 28.53 %
Fund Name and Address Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Fund Dept. 211 Main St. San Francisco, CA 94105-1905 SEI Private Trust Company c/o BMO Harris SWP One Freedom Valley Drive Oaks, PA 19456-9989 National Financial Services LLC fbo Exclusive Bene of Our Customer Attn: Mutual Funds Dept. 4th Fl. 499 Washington Blvd. Jersey City, NJ 07310-1995 Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0002 SEI Private Trust Co. c/o Regions Bank 1 Freedom Valley Dr. Oaks, PA 19456-9989 SEI Private Trust Company c/o BMO Harris Swp One Freedom Valley Drive Oaks, PA 19456-9989 Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0002 LPL Financial Omnibus Customer Account Attn: Mutual Fund Trading 4707 Executive Dr. San Diego, CA 92121-3091 TD Ameritrade Inc. for the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 Class Number of
Shares Percent of
Class of
Fund I 48511032.69 39.44 % I 13497828.68 10.97 % I 18634844.26 15.15 % I 7542713.083 6.13 % I 13606949.56 11.06 % I 6166308.614 5.01 % A 23137.152 5.62 % A 23633.707 5.74 % A 355705.625 86.43 %
Fund Name and Address BMO Strategic Income National Financial Services LLC Attn: Mutual Funds Dept. 4th Fl. 499 Washington Blvd. Jersey City, NJ 07310-1995 Vallee & Co. fbo 98 c/o Reliance Trust Company (WI) 480 Pilgrim Way, Suite 1000 Green Bay, WI 54304-5280 National Financial Services LLC fbo Exclusive Bene of Our Customer Attn: Mutual Funds Dept. 4th Fl. 499 Washington Blvd. Jersey City, NJ 07310-1995 Maril & Co. fbo 98 c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Mitra & Co. fbo 98 c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0002 BMO Corporate Income Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Fund Dept. 211 Main St. San Francisco, CA 94105-1905 National Financial Services LLC fbo Exclusive Bene of Our Customer Attn: Mutual Funds Dept. 4th Fl. 499 Washington Blvd. Jersey City, NJ 07310-1995 Mac & Co. Attn: Mutual Fund Ops 500 Grant St. Pittsburgh, PA 15219-2502 Class Number of
Shares Percent of
Class of
Fund Y 4268949.348 78.05 % I 70066.109 11.49 % I 49127.353 8.05 % I 64976.399 10.65 % I 250530.603 41.07 % A 126306.96 9.53 % Y 4513096.128 67.7 % Y 1825100.876 27.38 % I 1041870.531 5.7 %
Fund Name and Address SEI Private Trust Company c/o BMO Harris Swp One Freedom Valley Drive Oaks, PA 19456-9989 National Financial Services LLC fbo Exclusive Bene of Our Customer Attn: Mutual Funds Dept. 4th Fl. 499 Washington Blvd. Jersey City, NJ 07310-1995 Pershing LLC PO Box 2052 Jersey City, NJ 07303-2052 SEI Private Trust Co c/o Regions Attn: Mutual Funds admin 1 Freedom Valley Dr. Oaks, PA 19456-9989 SEI Private Trust Company c/o BMO Harris Swp One Freedom Valley Drive Oaks, PA 19456-9989 TD Ameritrade Inc. fbo Our Customers PO Box 2226 Omaha, NE 68103-2226 BMO Core Plus Bond Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Fund Dept. 211 Main St. San Francisco, CA 94105-1905 National Financial Services LLC fbo Exclusive Bene of Our Customer Attn: Mutual Funds Dept. 4th Fl. 499 Washington Blvd. Jersey City, NJ 07310-1995 Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Fund Dept. 211 Main St. San Francisco, CA 94105-1905 Class Number of
Shares Percent of
Class of
Fund I 6503840.958 35.57 % I 3607480.27 19.73 % I 991497.347 5.42 % I 2290923.802 12.53 % I 2184496.283 11.95 % A 404371.622 97.41 % Y 5052676.188 73.97 % Y 977135.491 14.31 % I 5702700.645 6.73 %
Fund Name and Address National Financial Services LLC fbo Exclusive Bene of Our Customer Attn: Mutual Funds Dept. 4th Fl. 499 Washington Blvd. Jersey City, NJ 07310-1995 Mitra & Co. fbo 98 c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Pershing LLC PO Box 2052 Jersey City, NJ 07303-2052 Mitra & Co. fbo 98 Daily Plans c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 TD Ameritrade Inc. for the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 Mitra & Co. fbo 98 Daily Plans c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 BMO High Yield Bond Brunswick Public Foundation Inc. 26125 N. Riverwoods Blvd. Ste. 500 Mettawa, IL 60045-3422 Maril & Co. fbo 98 c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Mitra & Co. fbo 98 c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 TD Ameritrade Inc. for the Exclusive Benefit of our Clients PO Box 2226 Omaha, NE 68103-2226 Class Number of
Shares Percent of
Class of
Fund I 6390448.171 7.55 % I 10720310.74 12.66 % I 39154034.76 46.24 % I 4530432.84 5.35 % A 265762.245 84.71 % A 32220.42 10.27 % I 67135.641 5.86 % I 68599.263 5.99 % I 997675.042 87.15 % A 5658.442 7.84 %
Fund Name and Address Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0002 BMO Government Money Market Maril & Co. fbo BMO Harris Bank Attn: ACM Department ACM Department 4900 W. Brown Deer Rd. Brown Deer, WI 53223-2422 SEI Private Trust Company c/o BMO Harris Swp Attn: Mutual Fund Admin. 1 Freedom Valley Dr. Oaks, PA 19456-9989 GS Global Cash Services Omnibus Account fbo Goldman Sachs & Co. LLC Customers 71 S. Wacker Dr. Ste. 500 Chicago, IL 60606-4673 Maril & Co. fbo BMO Harris Bank Attn: ACM Department ACM Department 4900 W. Brown Deer Rd. Brown Deer, WI 53223-2422 GS Global Cash Services Omnibus Account fbo Goldman Sachs & Co. LLC Customers 71 S. Wacker Dr. Ste. 500 Chicago, IL 60606-4673 BMOTax-Free Money Market SEI Private Trust Company c/o BMO Harris Swp Attn: Mutual Fund Admin 1 Freedom Valley Dr. Oaks, PA 19456-9989 Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0002 Class Number of
Shares Percent of
Class of
Fund A 43211.61 59.9 % Premier 2247412969 69.17 % Premier 458974669.5 14.13 % Premier 213143336.5 6.56 % Y 526700068.8 91.51 % Y 43075589.41 7.48 % Premier 278174128.7 96.85 % Y 20251433.94 27.37 %
Fund Name and Address BMO Harris Bank N A 111 W. Monroe 9 E Chicago, IL 60603-4096 Pershing LLC As Agent for its Brokerage Customer Attn: Cash Management Services 1 Pershing Plz Jersey City, NJ 07399-0002 BMO Prime Money Market SEI Private Trust Company c/o BMO Harris Swp Attn: Mutual Fund Admin. 1 Freedom Valley Dr. Oaks, PA 19456-9989 Maril & Co. fbo BMO Harris Bank Attn: ACM Department ACM Department 4900 W. Brown Deer Rd. Brown Deer, WI 53223-2422 Pershing 1 Pershing Plz Jersey City, NJ 07399-0002 BMO Institutional Prime Money Market State Street fbo Cash Sweep Clients 1776 Heritage Dr. Quincy, MA 02171-2119 BMO Funds Inc. BMO Pyrford International Stock Fund Attn: Daniel Eyre 111 E Kilbourn Ave. Ste. 200 Milwaukee, WI 53202-6672 Maril & Co. fbo 98 c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Maple Valley Mutual Insurance Company PO Box 59 Lena, WI 54139-0059 Class Number of
Shares Percent of
Class of
Fund Y 4019100 5.43 % Y 47069231.39 63.62 % Premier 348050579.4 97.09 % Y 22518211.22 8.2 % Y 233558941.7 85.01 % Premier 80365557.97 16.45 % Premier 61152813.26 12.52 % Premier 329685602.9 67.48 % Y 597667.118 25.25 %
Fund Name and Address St. Sebastian Congregation 5400 W. Washington Blvd. Milwaukee, WI 53208-1698 Stockbridge-Munsee Community Waste Water Reserve Account N8476 Mohheconnuck Rd. Bowler, WI 54416-9464 Mitra & Co. fbo 98 c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 BMO Conservative Allocation Mitra & Co. fbo 98 Daily Plans c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 LPL Financial Omnibus Customer Account Attn: Mutual Fund Trading 4707 Executive Dr. San Diego, CA 92121-3091 Mitra & Co. fbo 98 Daily Plans c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Mitra & Co. fbo 98 Daily Plans c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Mac & Co. Attn: Mutual Fund Ops 500 Grant St. Pittsburgh, PA 15219-2502 Mitra & Co. fbo 98 Daily Plans c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Class Number of
Shares Percent of
Class of
Fund Y 328854.948 13.89 % Y 167775.946 7.09 % Y 1150881.446 48.62 % Y 1264672.591 90.04 % I 6435.006 12.3 % I 45874.592 87.7 % R3 72370.596 100 % R6 2763970.292 63.98 % R6 1339270.582 31 %
Fund Name and Address BMO Moderate Allocation Mitra & Co. fbo 98 Daily Plans c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Associated Trust Co. PO Box 22037 Green Bay, WI 54305-2037 Hossley Lighting Associates Inc. 1202 Dragon St. Ste. 100 Dallas, TX 75207-4021 Mitra & Co. fbo 98 Daily Plans c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Mitra & Co. fbo 98 Daily Plans c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Mac & Co. Attn: Mutual Fund Ops 500 Grant St. Pittsburgh, PA 15219-2502 Mitra & Co. fbo 98 Daily Plans c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 BMO Balanced Allocation Mitra & Co. fbo 98 Daily Plans c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Mitra & Co. fbo 98 c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Mitra & Co. fbo 98 Daily Plans c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Class Number of
Shares Percent of
Class of
Fund Y 333158.391 90.28 % I 85306.352 12.69 % I 352269.893 52.42 % I 229949.098 34.22 % R3 813511.655 99.98 % R6 2142690.973 33.44 % R6 3603689.035 56.25 % Y 5534719.048 96.62 % I 1486475.748 32.54 % I 2594420.742 56.79 %
Fund Name and Address Mitra & Co. fbo 98 c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Mitra & Co. fbo 98 Daily Plans c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Mac & Co. Attn: Mutual Fund Ops 500 Grant St. Pittsburgh, PA 15219-2502 Mitra & Co. fbo 98 Daily Plans c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 BMO Growth Allocation Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0002 Mitra & Co. fbo 98 Daily Plans c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Mitra & Co. fbo 98 Daily Plans c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Mitra & Co. fbo 98 Daily Plans c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Mac Co. Attn: Mutual Fund Operations 500 Grant St Rm.151-1010 Pittsburgh, PA 15219-2502 Class Number of
Shares Percent of
Class of
Fund R3 861457.216 49.14 % R3 891625.578 50.86 % R6 5324029.991 30.15 % R6 11163969.96 63.22 % Y 12773.42 5.18 % Y 202505.781 82.09 % I 522912.695 95.41 % R3 976207.105 100 % R6 592486.24 6.26 %
Fund Name and Address Mac & Co. Attn: Mutual Fund Ops 500 Grant St. Pittsburgh, PA 15219-2502 Mitra & Co. fbo 98 Daily Plans c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 BMO Aggressive Allocation Mitra & Co. fbo 98 Daily Plans c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Mitra & Co. fbo 98 Daily Plans c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Mitra & Co. fbo 98 Daily Plans c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Mac & Co. Attn: Mutual Fund Ops 500 Grant St. Pittsburgh, PA 15219-2502 Mitra & Co. fbo 98 Daily Plans c/o Reliance Trust Company (WI) 480 Pilgrim Way Ste. 1000 Green Bay, WI 54304-5280 Class Number of
Shares Percent of
Class of
Fund R6 5334353.572 56.37 % R6 3241399.878 34.25 % Y 2162698.835 97.94 % I 981549.043 91.3 % R3 2137018.244 100 % R6 5683881.732 46.14 % R6 5831321.813 47.34 %
The following table shows, as of the Record Date, the number of outstanding shares for each class of each Fund:
Fund | Class | Shares Outstanding | ||||||
BMO Low Volatility Equity | I | 13757305.81 | ||||||
A | 2719396.817 | |||||||
BMO | I | |||||||
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Fund | Shares Outstanding | |||||||
| I | 15860638.57 | ||||||
A | 1259608.339 | |||||||
R6 | 2662057.925 | |||||||
| Y | 3149320.949 | ||||||
I | 7447710.246 | |||||||
A | 36904.256 | |||||||
R6 | 14236025.05 | |||||||
BMOMid-Cap Value | I | 7476184.762 | ||||||
A | 3272590.535 | |||||||
R6 | 1610425.244 | |||||||
BMOMid-Cap Growth | I | 5167261.624 | ||||||
A | 966485.135 | |||||||
R6 | 507221.348 | |||||||
BMOSmall-Cap Value | I | 3725744.163 | ||||||
A | 206970.625 | |||||||
BMOSmall-Cap Core | I | 1199430.765 | ||||||
A | 48996.406 | |||||||
R6 | 737169.752 | |||||||
BMOSmall-Cap Growth | I | 3967124.607 | ||||||
A | 1710031.679 | |||||||
BMO | ||||||||
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| I | |||||||
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| I | |||||||
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A | ||||||||
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BMO Pyrford International Stock | I | 34363347.67 | ||||||
A | 237761.094 | |||||||
R6 | 17102761.44 | |||||||
BMO LGM Emerging Markets Equity | I | 18108730.4 | ||||||
A | ||||||||
| ||||||||
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| I | 2211657.311 | ||||||
A | 1459.643 |
| Shares Outstanding | |||||||
BMO | I | |||||||
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| I | |||||||
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| ||||||||
| I | 24043579.1 | ||||||
A | 2131108.513 | |||||||
BMO IntermediateTax-Free | Y | 39612312.05 | ||||||
I | 123005171 | |||||||
A | 411531.532 | |||||||
BMO Strategic Income | Y | 5469216.023 | ||||||
I | 609978.988 | |||||||
A | 1325784.97 | |||||||
BMO Corporate Income | Y | 6666329.337 | ||||||
I | 18284251.27 | |||||||
A | 415126.302 | |||||||
BMO Core Plus Bond | Y | 6830583.199 | ||||||
�� | I | 84677924.18 | ||||||
A | 313732.433 | |||||||
BMO High Yield Bond | I | 1144800.94 | ||||||
A | 72135.582 | |||||||
BMO Government Money Market | Premier | 3249015567 | ||||||
Y | 575545810.5 | |||||||
BMOTax-Free Money Market | Premier | 287214349 | ||||||
Y | 73986579 | |||||||
BMO Prime Money Market | Premier | |||||||
| ||||||||
| ||||||||
BMO Institutional Prime Money Market | Premier | 488531924.6 | ||||||
Y | 2366856.181 | |||||||
BMO Conservative Allocation | Y | 1404512.881 | ||||||
I | 52309.598 | |||||||
R3 | 72370.596 | |||||||
R6 | 4319855.176 |
Fund | Class | Shares Outstanding | ||||||
BMO Moderate Allocation | Y | 369027.236 | ||||||
I | 671977.345 | |||||||
R3 | 813703.202 | |||||||
R6 | 6407054.448 | |||||||
BMO Balanced Allocation | Y | 5728579.382 | ||||||
I | 4568454.822 | |||||||
R3 | 1753082.794 | |||||||
R6 | 17657982.36 | |||||||
BMO Growth Allocation | Y | 246691.65 | ||||||
I | 548097.154 | |||||||
R3 | 976225.082 | |||||||
R6 | 9462946.341 | |||||||
BMO Aggressive Allocation | Y | 2208109.588 | ||||||
I | 1075069.999 | |||||||
R3 | 2137018.244 | |||||||
R6 | 12317519.23 |
The following table shows, for each director and nominee, the dollar amount of shares of each Fund beneficially owned by the director or nominee as of the Record Date. It also shows the aggregate value of all investments in shares of the BMO Funds Complex beneficially owned by each such person as of the Record Date. As of such date, the directors, nominees and executive officers of the Corporation, as a group, beneficially owned less than 1% of the outstanding shares of each Fund.
Name of Director or | Fund | Dollar Range of Shares Owned in Fund | Aggregate Dollar Range of Shares Owned in the BMO Funds Complex | |||||||
John M. Blaser Interested Director | Alternative Strategies | $10,001-$50,000 | Over $100,000 | |||||||
ShortTax-Free | Over $100,000 | |||||||||
Short-Term Income | $50,001-$100,000 | |||||||||
IntermediateTax-Free | Over $100,000 | |||||||||
Tax Free Money Market | $50,001-$100,000 | |||||||||
Balanced Allocation | Over $100,000 | |||||||||
Ridge A. Braunschweig Independent Director | Ultra ShortTax-Free | Over $100,000 | Over $100,000 | |||||||
IntermediateTax-Free | Over $100,000 | |||||||||
Core Plus Bond | Over $100,000 |
Name of Director or | Fund | Dollar Range of Shares Owned in Fund | Aggregate Dollar Range of Shares Owned in the BMO Funds Complex | |||||||
Benjamin M. Cutler Independent Director | Large-Cap Value | $1-$10,000 | Over $100,000 | |||||||
LGM Emerging Markets Equity | $10,001-$50,000 | |||||||||
Alternative Strategies | $10,001-$50,000 | |||||||||
Ultra ShortTax-Free | Over $100,000 | |||||||||
Short-Term Income | Over $100,000 | |||||||||
Corporate Income | $10,001-$50,000 | |||||||||
Prime Money Market | $10,001-$50,000 | |||||||||
John A. Lubs Independent Director | Large-Cap Value | $50,001-$100,000 | Over $100,000 | |||||||
Dividend Income | $10,001-$50,000 | |||||||||
Large-Cap Value | $50,001-$100,000 | |||||||||
Large-Cap Growth | $50,001-$100,000 | |||||||||
Mid-Cap Value | $10,001-$50,000 | |||||||||
Mid-Cap Growth | $10,001-$50,000 | |||||||||
Small-Cap Growth | $10,001-$50,000 | |||||||||
Alternative Strategies | $10,001-$50,000 | |||||||||
Corporate Income | $10,001-$50,000 | |||||||||
Vincent P. Lyles Independent Director | Dividend Income | $10,001-$50,000 | Over $100,000 | |||||||
Large-Cap Value | $10,001-$50,000 | |||||||||
Large-Cap Growth | $10,001-$50,000 | |||||||||
Mid-Cap Value | $10,001-$50,000 | |||||||||
Mid-Cap Growth | $10,001-$50,000 | |||||||||
Pyrford International Stock | $10,001-$50,000 | |||||||||
LGM Emerging Markets Equity | $10,001-$50,000 | |||||||||
Core Plus Bond | $10,001-$50,000 | |||||||||
Daniela O’Leary-Gill Interested Director | Moderate Allocation | $1-$10,000 | $10,001-$50,000 | |||||||
Growth Allocation | $1-$10,000 | |||||||||
Barbara J. Pope Independent Director | Dividend Income | $50,001-$100,000 | Over $100,000 | |||||||
Large-Cap Value | Over $100,000 | |||||||||
Large-Cap Growth | Over $100,000 | |||||||||
Mid-Cap Value | $10,001-$50,000 | |||||||||
Mid-Cap Growth | Over $100,000 | |||||||||
Small-Cap Growth | $10,001-$50,000 | |||||||||
Pyrford International Stock | $10,001-$50,000 | |||||||||
Alternative Strategies | $10,001-$50,000 | |||||||||
Strategic Income | $50,001-$100,000 | |||||||||
Core Plus Bond | Over $100,000 | |||||||||
High Yield Bond | $50,001-$100,000 | |||||||||
Tax-Free Money Market | $10,001-$50,000 | |||||||||
Prime Money Market | $50,001-$100,000 |
This Amendment to the Articles of Incorporation of the Corporation was authorizedEXHIBIT D
INDEPENDENT PUBLIC ACCOUNTANTS
The Corporation’s principal independent public accountant is KPMG LLP (“KPMG”). KPMG has been appointed by the BoardCorporation’s Audit Committee, which is comprised solely of Directors on November 6, 2019 and byIndependent Directors. As such, pursuant to Rule32a-4 under the 1940 Act, the shareholders of the BMO Global Long/Short Equity Fund on December 19, 2019 in accordance with Section 180.1003Funds are not being asked at this time to ratify the selection of KPMG. Representatives of KPMG will not be present at the Meeting.
KPMG billed the Corporation aggregate fees for services rendered to each of the Wisconsin Statutes.
Executed thisday of December, 2019.Funds for the last two fiscal years as follows:
Fee Type | 2019 | 2018 | ||||||
Audit Fees | $ | 544,100 | $ | 631,150 | ||||
Audit-Related Fees | $ | 5,500 | $ | 16,500 | ||||
Tax Fees | $ | 184,080 | $ | 169,840 | ||||
All Other Fees | None | None |
“Audit Related Fees” relate to assurance and related services that are reasonably related to the performance of the audit or review of the Corporation’s financial statements that are traditionally performed by the independent auditor that are not reported under “Audit Fees.” “Tax Fees” relate to professional services provided by the independent auditor including such things as tax compliance, tax planning, tax advice, and federal excise and state tax reviews.
During the fiscal years ended August 31, 2019 and 2018, the aggregatenon-audit fees (exclusive of the “Tax Fees” included in the table above) billed by KPMG for other professional services rendered to the Corporation, the Adviser and entities controlling, controlled by or under common control with the Adviser that provided ongoing services to the Corporation, were $220,000 and $220,000, respectively.
The Audit Committee preapproves, or may adopt policies and procedures governing thepre-approval of, all audit andnon-audit related services of the Corporation, including services provided to the Adviser or any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Corporation with respect to any engagement that directly relates to the operations and financial reporting of the Corporation. All of the services listed above during fiscal 2019 and 2018 received thepre-approval of the Audit Committee.
SCAN TO VIEW MATERIALS & VOTE | ||||||||||
This instrument was drafted by:
Pamela M. Krill
Godfrey & Kahn, S.C.
833 E. Michigan Street, Suite 1800
Milwaukee, Wisconsin 53202
21330480.2
PROXY TABULATOR P.O. BOX 9112 FARMINGDALE, NY 11735 | To vote by Internet
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1) | Read the Proxy Statement and have the proxy card below at hand. | ||||||||||
2) | Go to websitewww.proxyvote.com or scan the QR Barcode above | ||||||||||
3) | Follow the instructions provided on the website. | ||||||||||
| To vote by Telephone
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1) | Read the Proxy Statement and have the proxy card below at hand. | ||||||||||
2) | Call1-800-690-6903 | ||||||||||
3) | Follow the instructions. | ||||||||||
| To vote by Mail
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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
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DETACH AND RETURN THIS PORTION ONLY
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This proxy is solicited by the Board of Directors of the Corporation,which unanimously recommends that you vote FOR each of theeight nominees for director. | For All | Withhold All | For All Except | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the name(s) of the nominee(s) on the line below. | ||||||||||
1. To elect eight directors to the Corporation’s Board of Directors. | ☐ | ☐ | ☐ | |||||||||||
Nominees: 01) Marie-Renée Bakker 02) John M. Blaser 03) Ridge A. Braunschweig 04) Teresa V. Jankovic | 05) John A. Lubs 06) Vincent P. Lyles 07) Daniela O’Leary-Gill 08) Barbara J. Pope | |||||||||||||
2. To transact any other business that may properly come before the Meeting or any postponements or adjournments thereof.
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PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE IF YOU ARE NOT VOTING BY PHONE OR | INTERNET. | |||||||||||||||||||||||
Note: |
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature | Date |
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting:
The Notice of Special Meeting of Shareholders and the Proxy Statement isare available at www.proxyvote.com.
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BMO FUNDS, INC.
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of the Fundfund(s) referenced on the reverse side,of this card (the “Fund”), a series of BMO Funds, Inc., a Wisconsin corporation (the “Corporation”), hereby appoints John M. Blaser and Timothy M. Bonin, or either of them, with full power of substitution, as proxies for the undersigned, to represent and cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the Special Meeting of Shareholders of the FundCorporation (the “Meeting”) to be held at 111 East Kilbourn Avenue, Suite 200,790 North Water Street, Milwaukee, WIWisconsin 53202 on December 19, 2019July 10, 2020 at 9:00 a.m., Central Time, and at any adjournment or postponement thereof.thereof and otherwise represent the undersigned at the Meeting with all powers possessed by the undersigned if personally present at the Meeting. This proxy shall be voted on the proposal described in the Notice of Special Meeting of Shareholders and accompanying Proxy Statement as specified on the reverse side. 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.Statement.
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 signs, dates and returns this Proxy Card, but does not specify a vote for one or more of the nominees for director, the undersigned’s shares will be cast “FOR”voted in favor of electing each of the proposal. The votes entitledeight director nominees to be cast by the undersigned will be castBoard of Directors of the Corporation, and in the discretion of the proxy holder onproxies named herein with respect to any matterother business that may properly come before the Meeting or any adjournmentpostponements or postponementadjournments thereof.
YOUR VOTE IS IMPORTANT.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.