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  ☐

Check the appropriate box:

BMO FUNDS, INC.

(Name of Registrant as Specified in itsIn Its Charter)

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

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:

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

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.

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.

ii

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.

iii

iv

TABLE OF CONTENTS

v

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.

TABLE OF CONTENTS

FREQUENTLY ASKED QUESTIONS

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).

PROPOSAL 1:

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.

OTHER MATTERS

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

OTHER INFORMATION

Shares Outstanding.As of the Record Date, the following shares of the Fund were issued and outstanding and entitled to vote at the special meeting: [                ] 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, Address1 and Age

Position(s) and Length of Time Served2

Principal Occupation(s) During Past Five Years

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, Address1 and Age

Position(s) and Length of Time Served2

Principal Occupation(s) During Past Five Years

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.

*

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.

SERVICE PROVIDERS

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.