Table of Contents

As filed with the Securities and Exchange Commission on December 29, 2011

Securities Act Registration No. 033-48907

Investment Company Act Registration No. 811-58433

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-1A

REGISTRATION STATEMENT

UNDER

  THE SECURITIES ACT OF 1933    x
  Pre-Effective Amendment No. _____    ¨
  Post-Effective Amendment No. 76    x

and/or

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

   Amendment No. 76    x

 

 

MARSHALL FUNDS, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

111 East Kilbourn Avenue, Suite 200  
Milwaukee, Wisconsin   53202
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, including Area Code: (800) 236-3863

John M. Blaser

111 East Kilbourn Avenue, Suite 200

Milwaukee, Wisconsin 53202

(Name and Address of Agent for Service)

 

 

Copies to:

Maureen A. Miller

Vedder Price P.C.

222 North La Salle Street

Chicago, Illinois 60601

 

 

It is proposed that this filing will become effective (check appropriate box):

  x immediately upon filing pursuant to paragraph (b) of Rule 485
  ¨ On (date) pursuant to paragraph (b) of Rule 485
  ¨ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
  ¨ on (date) pursuant to paragraph (a)(1) of Rule 485
  ¨ 75 days after filing pursuant to paragraph (a)(2) of Rule 485
  ¨ on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

  ¨ This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 

 

 


Table of Contents

BMO Funds Prospectus

 

December 29, 2011

 

    Investor
Class (Class Y)
    Institutional
Class (Class I)
 
Equity Funds    
BMO Large-Cap Value Fund     MREIX        MLVIX   
BMO Dividend Income Fund     MDIYX        MDIVX   
BMO Large-Cap Growth Fund     MASTX        MLCIX   
BMO Large-Cap Focus Fund     MLYFX        MLIFX   
BMO Mid-Cap Value Fund     MRVEX        MRVIX   
BMO Mid-Cap Growth Fund     MRMSX        MRMIX   
BMO Small-Cap Value Fund     MRSYX        MRSNX   
BMO Small-Cap Growth Fund     MRSCX        MSGIX   
BMO Pyrford International Stock Fund     MISYX        MISNX   
BMO Lloyd George Emerging Markets Equity Fund     MEMYX        MIEMX   
Balanced Funds    
BMO Pyrford Global Strategic Return Fund     MGRYX        MGRNX   
Income Funds    
BMO Ultra Short Tax-Free Fund     MUYSX        MUISX   
BMO Short-Term Income Fund     MSINX        MSIFX   
BMO Short-Intermediate Bond Fund     MAIBX        MIBIX   
BMO Intermediate Tax-Free Fund     MITFX        MIITX   
BMO Government Income Fund     MRGIX        MGIIX   
BMO TCH Corporate Income Fund     MCIYX        MCIIX   
BMO Aggregate Bond Fund     MABYX        MRAIX   
BMO TCH Core Plus Bond Fund     MCYBX        MCBIX   
BMO Monegy High Yield Bond Fund     MHBYX        MHBNX   
Money Market Funds    
BMO Government Money Market Fund     MGYXX        MGNXX   
BMO Tax-Free Money Market Fund     MTFXX        MFIXX   
BMO Prime Money Market Fund     MARXX        MAIXX   

 

LOGO

Shares of the BMO Funds are not bank deposits or other obligations of, or issued, endorsed or guaranteed by, BMO Harris Bank N.A. or any of its affiliates. Shares of the BMO Funds, like shares of all mutual funds, are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation (FDIC) or any other government agency, and may lose value.

 

As with all mutual funds, the Securities and Exchange Commission (SEC) has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.


Table of Contents

Table of Contents

 

Fund Summary     1   
Equity Funds  
BMO Large-Cap Value Fund     1   
BMO Dividend Income Fund     4   
BMO Large-Cap Growth Fund     6   
BMO Large-Cap Focus Fund     9   
BMO Mid-Cap Value Fund     11   
BMO Mid-Cap Growth Fund     14   
BMO Small-Cap Value Fund     17   
BMO Small-Cap Growth Fund     19   
BMO Pyrford International Stock Fund     22   
BMO Lloyd George Emerging Markets Equity Fund     24   
Balanced Fund s  
BMO Pyrford Global Strategic Return Fund     27   
Income Funds  
BMO Ultra Short Tax-Free Fund     30   
BMO Short-Term Income Fund     34   
BMO Short-Intermediate Bond Fund     38   
BMO Intermediate Tax-Free Fund     41   
BMO Government Income Fund     44   
BMO TCH Corporate Income Fund     47   
BMO Aggregate Bond Fund     51   
BMO TCH Core Plus Bond Fund     54   
BMO Monegy High Yield Bond Fund     58   
Money Market Funds  
BMO Government Money Market Fund     61   
BMO Tax-Free Money Market Fund     64   
BMO Prime Money Market Fund     67   
Additional Information Regarding Principal Investment Strategies and Risks     70   
How to Buy Shares     79   
How to Redeem and Exchange Shares     84   
Account and Share Information     88   
BMO Funds Information     91   
Historical Performance of Similar Accounts     97   
IMC Dividend Income Composite     97   
Pyrford International Equity (Base Currency US$) Composite     98   
Monegy Quality High Yield Bond Composite     99   
Financial Highlights—Investor Class     100   
Financial Highlights—Institutional Class     103   


Table of Contents

 

FUND SUMMARY

BMO Large-Cap Value Fund

 

 

Investment Objective:

 

To provide capital appreciation and above-average dividend income.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

Shareholder Fees (fees paid directly from your investment)      Class Y         Class I   
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)      None         None   
Redemption Fee (as a percentage of amount redeemed, for shares held less than 30 days)      2.00%         2.00%   
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    
Management Fees      0.75%         0.75%   
Distribution (12b-1) Fees      None         None   
Other Expenses (1)      0.53%         0.28%   
Total Annual Fund Operating Expenses      1.28%         1.03%   
Fee Waiver and Expense Reimbursement (2)      0.04%         0.04%   
Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement (2)      1.24%         0.99%   

 

(1) The expense information in the fee table has been restated to reflect that effective September 1, 2011, the Fund entered into a new transfer agency agreement.

 

(2) M&I Investment Management Corp. (Adviser) has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent class total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business and Acquired Fund Fees and Expenses) from exceeding 1.24% for Class Y and 0.99% for Class I through July 6, 2013. The Adviser may not terminate this arrangement prior to July 6, 2013 unless the investment advisory agreement is terminated.

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are as shown in the table and remain the

same. The costs in the one-year example and for the first year of the three-, five-, and ten-year examples reflect the Adviser’s agreement to waive fees and reimburse expenses through July 6, 2013. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:

 

     Class Y      Class I  
1 Year    $ 126       $ 101   
3 Years    $ 402       $ 324   
5 Years    $ 698       $ 565   
10 Years    $ 1,542       $ 1,256   

 

Portfolio Turnover

 

The Fund incurs transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 55% of the average value of its portfolio.

 

Principal Investment Strategies

 

The Fund invests at least 80% of its assets in a broadly diversified portfolio of common stocks of large-sized U.S. companies similar in size to those within the Russell 1000 ® Value Index. These large-sized companies, at the time of purchase, generally have market capitalizations in the range of companies in the Russell 1000 ® Value Index. The largest company by market capitalization in the Russell 1000 ® Value Index was approximately $354.7 billion as of August 31, 2011 and the median market capitalization of companies in the Index as of the same period was $4.5 billion. In order to provide both capital appreciation and income, the Adviser attempts to structure the portfolio to pursue an above average yield. The Adviser selects stocks using a unique, quantitative, value-oriented approach.

 

Principal Risks

 

The Fund cannot assure that it will achieve its investment objective. An investment in the Fund is not a deposit of BMO Harris Bank N.A. or any of its affiliates and is not insured or guaranteed by the FDIC or any other government agency. The net asset value of the Fund will vary and you could lose money by investing in the Fund. In addition, the Fund is subject to the following risks.

 

Stock Market Risks. The Fund is subject to fluctuations in the stock market, which has periods of increasing and decreasing

 

 

EQUITY FUNDS      1   


Table of Contents

 

 

BMO Large-Cap Value Fund (cont.)

 

 

values. Stocks are more volatile than debt securities. If the value of the Fund’s investments goes down, you may lose money.

 

Sector Risks. Companies with similar characteristics, such as those within the same industry, may be grouped together in broad categories called sectors. To the extent the Fund invests its assets in a particular sector, the Fund’s performance may be more susceptible to any economic, business or other developments that generally affect that sector.

 

Style Risks. Investments in value stocks are subject to the risk that their intrinsic values may never be realized by the market, that a stock judged to be undervalued may actually be appropriately priced, or that their prices may decline, even though in theory they are already undervalued. Value stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks (e.g., growth stocks).

 

Management Risks. The Adviser’s judgments about the attractiveness, value and potential appreciation of the Fund’s investments may prove to be incorrect. Accordingly, there is no guarantee that the investment techniques used by the Fund’s manager will produce the desired results.

 

Fund Performance

 

The bar chart and table show the historical performance of the Fund’s shares and provide some indication of the risks of investing in the Fund. The bar chart shows how the Fund’s total returns before taxes have varied from year to year, while the table compares the Fund’s average annual total returns to the returns of a broad measure of market performance and an index of funds with similar investment objectives. Please keep in mind that past performance, before and after taxes, does not represent how the Fund will perform in the future. Investors may obtain updated performance information for the Fund at www.bmofundsus.com.

 

Class Y—Annual Total Returns (calendar years 2001-2010)

 

LOGO

 

The return for the Class Y shares of the Fund from January 1, 2011 through September 30, 2011 was (12.07)%.

 

During the periods shown in the bar chart for the Fund:

 

    Quarter Ended      Returns  
Best quarter     9/30/2009         15.75
Worst quarter     9/30/2002         (17.64 )% 

Average Annual Total Returns through 12/31/10

 

     1 Year      5 Year    

10 Year/Since

Commencement
of Operations

 
Class Y                          

Return Before Taxes

     10.72      0.88     1.69

Return After Taxes on Distributions

     10.56      0.18     0.71

Return After Taxes on Distributions and Sale of Fund Shares

     7.15      0.68     1.20
Class I (Commencement of Operations 2/1/08)                          

Return Before Taxes

     10.98      N/A        (3.69 )% 
Russell 1000 ® Value (reflects no deduction for fees, expenses or taxes)      15.51      1.28     3.26
LLCVFI (reflects deduction of fees and no deduction for sales charges or taxes)      13.02      1.52     1.89

 

After-tax returns are calculated using the highest historical individual marginal federal income tax rates and do not reflect the effect of any applicable state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors holding shares through tax-deferred programs, such as IRAs or 401(k) plans. After-tax returns are shown only for Class Y, and after-tax returns for Class I will vary.

 

The Russell 1000 ® Value Index (Russell 1000 ® Value) measures the performance of those companies included in the Russell 1000 ® Index with lower price-to-book ratios and lower forecasted growth values.

 

The Lipper Large-Cap Value Funds Index (LLCVFI) is an average of the 30 largest mutual funds in this Lipper category.

 

Management of the Fund

 

Adviser. M&I Investment Management Corp.

 

Portfolio Manager. Daniel P. Brown, a Vice President and a Portfolio Manager of the Adviser, has managed the Fund since June 2004 and has been employed by the Adviser since 1997.

 

 

2    EQUITY FUNDS


Table of Contents

 

 

BMO Large-Cap Value Fund (cont.)

 

 

 

Purchase and Sale of Fund Shares

 

Minimums. To open an account, your first investment must be at least $1,000 for Class Y shares and $2 million for Class I shares. For Class Y, the minimum subsequent purchase amount is $50.

 

You may sell (redeem) your shares of the Fund on any day the New York Stock Exchange is open for business in one of the following methods, depending on the elections you made in your account application:

 

Phone. Call 1-800-236-FUND (3863).

 

Wire/Electronic Transfer. Upon written request sent to the address below under “Mail,” redemption proceeds can be directly deposited by Electronic Funds Transfer or wired to your previously designated domestic commercial bank.

 

Mail. Send a written request, indicating your name, the Fund name, your account number and the number of shares or the dollar amount you want to redeem, to: BMO Funds U.S. Services, P.O. Box 55931, Boston, MA 02205-5931.

 

Systematic Withdrawal Program. If your account balance is at least $10,000, you may have predetermined amounts of at least $100 withdrawn from your account on a monthly or quarterly basis.

 

BMO Funds Website. Go to www.bmofundsus.com.

 

Tax Information

 

The Fund intends to make distributions that may be taxed as ordinary income or capital gains for federal income tax purposes.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

 

EQUITY FUNDS      3   


Table of Contents

 

BMO Dividend Income Fund

 

 

Investment Objective:

 

To provide capital appreciation and current income.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

Shareholder Fees (fees paid directly from your investment)      Class Y         Class I   
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)      None         None   
Redemption Fee (as a percentage of amount redeemed, for shares held less than 30 days)      2.00%         2.00%   
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    
Management Fees      0.50%         0.50%   
Distribution (12b-1) Fees      None         None   
Other Expenses (1)      1.19%         0.94%   
Total Annual Fund Operating Expenses      1.69%         1.44%   
Fee Waiver and Expense Reimbursement (2)      0.79%         0.79%   
Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement (2)      0.90%         0.65%   

 

(1) “Other Expenses” are based on estimated amounts for the Fund’s current fiscal year because it is a new fund.

 

(2) M&I Investment Management Corp. (Adviser) has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business and Acquired Fund Fees and Expenses) from exceeding 0.90% for Class Y and 0.65% for Class I through December 29, 2012. The Adviser may not terminate this arrangement prior to December 29, 2012 unless the investment advisory agreement is terminated.

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are as shown in the table and remain the

same. The costs in the one-year example and for the first year of the three-year example reflect the Adviser’s agreement to waive fees and reimburse expenses through December 29, 2012. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:

 

     Class Y      Class I  
1 Year    $ 92       $ 66   
3 Years    $ 455       $ 378   

 

Portfolio Turnover

 

The Fund incurs transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.

 

Principal Investment Strategies

 

The Fund invests at least 80% of its net assets primarily in dividend paying common stocks of large-sized U.S. companies similar in size to those within the Russell 1000 ® Value Index. These large-sized companies, at the time of purchase, generally have market capitalization in the range of companies in the Russell 1000 ® Value Index. The largest company by market capitalization in the Russell 1000 ® Value Index was approximately $354.7 billion as of August 31, 2011 and the median market capitalization of companies in the Index as of the same period was $4.5 billion. In order to provide both capital appreciation and current income, the Adviser focuses on companies with dividend yields in excess of 1%. The Adviser selects stocks using a unique, quantitative, value-oriented approach.

 

Principal Risks

 

The Fund cannot assure that it will achieve its investment objective. An investment in the Fund is not a deposit of BMO Harris Bank, N.A. or any of its affiliates and is not insured or guaranteed by the FDIC or any other government agency. The net asset value of the Fund will vary and you could lose money by investing in the Fund. In addition, the Fund is subject to the following risks.

 

Stock Market Risks. The Fund is subject to fluctuations in the stock market, which has periods of increasing and decreasing values. Stocks are more volatile than debt securities. If the value of the Fund’s investments goes down, you may lose money.

 

Sector Risks. Companies with similar characteristics, such as those within the same industry, may be grouped together in broad categories called sectors. To the extent the Fund invests

 

 

4    EQUITY FUNDS


Table of Contents

 

 

BMO Dividend Income Fund (cont.)

 

 

its assets in a particular sector, the Fund’s performance may be more susceptible to any economic, business or other developments that generally affect that sector.

 

Income Risks. The Fund’s income could decline due to falling market interest rates. In a falling interest rate environment, the Fund may be required to invest its assets in lower-yielding securities.

 

Style Risks. Investments in value stocks are subject to the risk that their intrinsic values may never be realized by the market, that a stock judged to be undervalued may actually be appropriately priced, or that their prices may decline, even though in theory they are already undervalued. Value stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks (e.g., growth stocks).

 

Management Risks. The Adviser’s judgments about the attractiveness, value and potential appreciation of the Fund’s investments may prove to be incorrect. Accordingly, there is no guarantee that the investment techniques used by the Fund’s manager will produce the desired results.

 

Fund Performance

 

Performance information is not included because the Fund does not have one full calendar year of performance.

 

Management of the Fund

 

Adviser. M&I Investment Management Corp.

 

Portfolio Manager. Daniel P. Brown, a Vice President and a Portfolio Manager of the Adviser, has managed the Fund since its inception and has been employed by the Adviser since 1997.

 

Purchase and Sale of Fund Shares

 

Minimums. To open an account, your first investment must be at least $1,000 for Class Y shares and $2,000,000 for Class I shares. For Class Y, the minimum subsequent purchase amount is $50.

 

You may sell (redeem) your shares of the Fund on any day the New York Stock Exchange is open for business in one of the following methods, depending on the elections you made in your account application:

 

Phone. Call 1-800-236-FUND (3863).

 

Wire/Electronic Transfer. Upon written request sent to the address below under “Mail,” redemption proceeds can be directly deposited by Electronic Funds Transfer or wired to your previously designated domestic commercial bank.

Mail. Send a written request, indicating your name, the Fund name, your account number and the number of shares or the dollar amount you want to redeem, to: BMO Funds U.S. Services, P.O. Box 55931, Boston, MA 02205-5931.

 

Systematic Withdrawal Program. If your account balance is at least $10,000, you may have predetermined amounts of at least $100 withdrawn from your account on a monthly or quarterly basis.

 

BMO Funds Website. Go to www.bmofundsus.com.

 

Tax Information

 

The Fund intends to make distributions that may be taxed as ordinary income or capital gains for federal income tax purposes.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

 

EQUITY FUNDS      5   


Table of Contents

 

BMO Large-Cap Growth Fund

 

 

Investment Objective:

 

To provide capital appreciation.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

Shareholder Fees (fees paid directly from your investment)      Class Y         Class I   
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)      None         None   
Redemption Fee (as a percentage of amount redeemed, for shares held less than 30 days)      2.00%         2.00%   
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    
Management Fees      0.75%         0.75%   
Distribution (12b-1) Fees      None         None   
Other Expenses (1)      0.53%         0.28%   
Total Annual Fund Operating Expenses      1.28%         1.03%   
Fee Waiver and Expense Reimbursement (2)      0.04%         0.04%   
Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement (2)      1.24%         0.99%   

 

(1) The expense information in the fee table has been restated to reflect that effective September 1, 2011, the Fund entered into a new transfer agency agreement.

 

(2) M&I Investment Management Corp. (Adviser) has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent class total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business and Acquired Fund Fees and Expenses) from exceeding 1.24% for Class Y and 0.99% for Class I through July 6, 2013. The Adviser may not terminate this arrangement prior to July 6, 2013 unless the investment advisory agreement is terminated.

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are as shown in the table and remain the same. The costs in the one-year example and for the first year of

the three-, five-, and ten-year examples reflect the Adviser’s agreement to waive fees and reimburse expenses through July 6, 2013. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:

 

     Class Y      Class I  
1 Year    $ 126       $ 101   
3 Years    $ 402       $ 324   
5 Years    $ 698       $ 565   
10 Years    $ 1,542       $ 1,256   

 

Portfolio Turnover

 

The Fund incurs transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 113% of the average value of its portfolio.

 

Principal Investment Strategies

 

The Fund invests at least 80% of its assets in common stocks of large-sized U.S. companies similar in size to those within the Russell 1000 ® Growth Index. These large-sized companies, at the time of purchase, generally have market capitalizations in the range of companies in the Russell 1000 ® Growth Index. The largest company by market capitalization in the Russell 1000 ® Growth Index was approximately $357.6 billion as of August 31, 2011 and the median market capitalization of companies in the Index as of the same period was $5.8 billion. The Adviser looks for high quality companies with sustainable earnings growth that are available at reasonable prices.

 

Principal Risks

 

The Fund cannot assure that it will achieve its investment objective. An investment in the Fund is not a deposit of BMO Harris Bank N.A. or any of its affiliates and is not insured or guaranteed by the FDIC or any other government agency. The net asset value of the Fund will vary and you could lose money by investing in the Fund. In addition, the Fund is subject to the following risks.

 

Stock Market Risks. The Fund is subject to fluctuations in the stock market, which has periods of increasing and decreasing values. Stocks are more volatile than debt securities. If the value of the Fund’s investments goes down, you may lose money.

 

 

6    EQUITY FUNDS


Table of Contents

 

 

BMO Large-Cap Growth Fund (cont.)

 

 

 

Sector Risks. Companies with similar characteristics, such as those within the same industry, may be grouped together in broad categories called sectors. To the extent the Fund invests its assets in a particular sector, the Fund’s performance may be more susceptible to any economic, business or other developments that generally affect that sector.

 

Style Risks. Due to their relatively high valuations, growth stocks are typically more volatile than value stocks. Further, growth stocks may not pay dividends or may pay lower dividends than value stocks. This means they depend more on price changes for returns and may be more adversely affected in a down market compared to value stocks that pay higher dividends.

 

Management Risks. The Adviser’s judgments about the attractiveness, value and potential appreciation of the Fund’s investments may prove to be incorrect. Accordingly, there is no guarantee that the investment techniques used by the Fund’s managers will produce the desired results.

 

Portfolio Turnover Risks. A high portfolio rate (100% or more) may result in the realization and distribution to shareholders of a greater amount of capital gains than if the Fund had a low portfolio turnover rate. Therefore, you may have higher tax liability. High portfolio turnover may also result in higher transaction costs, which may negatively affect Fund performance.

 

Fund Performance

 

The bar chart and table show the historical performance of the Fund’s shares and provide some indication of the risks of investing in the Fund. The bar chart shows how the Fund’s total returns before taxes have varied from year to year, while the table compares the Fund’s average annual total returns to the returns of a broad measure of market performance and an index of funds with similar investment objectives. Please keep in mind that past performance, before and after taxes, does not represent how the Fund will perform in the future. Investors may obtain updated performance information for the Fund at www.bmofundsus.com.

 

Class Y—Annual Total Returns (calendar years 2001-2010)

 

LOGO

 

The return for the Class Y shares of the Fund from January 1, 2011 through September 30, 2011 was (11.11)%.

During the periods shown in the bar chart for the Fund:

 

    Quarter Ended      Returns  
Best quarter     9/30/2009         15.99
Worst quarter     12/31/2008         (22.17 )% 

 

Average Annual Total Returns through 12/31/10

 

     1 Year      5 Year    

10 Year/Since

Commencement
of Operations

 
Class Y                          

Return Before Taxes

     14.44      2.90     0.37

Return After Taxes on Distributions

     14.43      2.54     (0.10 )% 

Return After Taxes on Distributions and Sale of Fund Shares

     9.40      2.50     0.22
Class I (Commencement of Operations 2/1/08)                          

Return Before Taxes

     14.82      N/A        1.67
Russell 1000 ® Growth (reflects no deduction for fees, expenses or taxes)      16.71      3.75     0.02
LLCGFI (reflects deduction of fees and no deduction for sales charges or taxes)      15.13      2.38     (1.01 )% 

 

After-tax returns are calculated using the highest historical individual marginal federal income tax rates and do not reflect the effect of any applicable state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors holding shares through tax-deferred programs, such as IRAs or 401(k) plans. Return After Taxes on Distributions and Sale of Fund Shares may be higher than Return Before Taxes when a net capital loss occurs upon the redemption of Fund shares. After-tax returns are shown only for Class Y, and after-tax returns for Class I will vary.

 

The Russell 1000 ® Growth Index (Russell 1000 ® Growth) measures the performance of those companies included in the Russell 1000 ® Index with higher price-to-book ratios and higher forecasted growth values.

 

 

EQUITY FUNDS      7   


Table of Contents

 

 

BMO Large-Cap Growth Fund (cont.)

 

 

 

The Lipper Large-Cap Growth Funds Index (LLCGFI) is an average of the 30 largest mutual funds in this Lipper category.

 

Management of the Fund

 

Adviser. M&I Investment Management Corp.

 

Portfolio Managers. Alan K. Creech and Robert G. Cummisford co-manage the Fund. Mr. Creech, a Vice President and a Portfolio Manager of the Adviser, has co-managed the Fund since March 2007 and has been employed by the Adviser since 2004. Mr. Cummisford, a Vice President and a Portfolio Manager of the Adviser, has co-managed the Fund since March 2007 and has been employed by the Adviser since 2004.

 

Purchase and Sale of Fund Shares

 

Minimums. To open an account, your first investment must be at least $1,000 for Class Y shares and $2 million for Class I shares. For Class Y, the minimum subsequent purchase amount is $50.

 

You may sell (redeem) your shares of the Fund on any day the New York Stock Exchange is open for business in one of the following methods, depending on the elections you made in your account application:

 

Phone. Call 1-800-236-FUND (3863).

 

Wire/Electronic Transfer. Upon written request sent to the address below under “Mail,” redemption proceeds can be directly deposited by Electronic Funds Transfer or wired to your previously designated domestic commercial bank.

 

Mail. Send a written request, indicating your name, the Fund name, your account number and the number of shares or the dollar amount you want to redeem, to: BMO Funds U.S. Services, P.O. Box 55931, Boston, MA 02205-5931.

 

Systematic Withdrawal Program. If your account balance is at least $10,000, you may have predetermined amounts of at least $100 withdrawn from your account on a monthly or quarterly basis.

 

BMO Funds Website. Go to www.bmofundsus.com.

 

Tax Information

 

The Fund intends to make distributions that may be taxed as ordinary income or capital gains for federal income tax purposes.

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

 

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BMO Large-Cap Focus Fund

 

 

Investment Objective:

 

To provide capital appreciation.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

Shareholder Fees (fees paid directly from your investment)      Class Y         Class I   
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)      None         None   
Redemption Fee (as a percentage of amount redeemed, for shares held less than 30 days)      2.00%         2.00%   
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    
Management Fees      0.50%         0.50%   
Distribution (12b-1) Fees      None         None   
Other Expenses (1)      0.70%         0.45%   
Total Annual Fund Operating Expenses      1.20%         0.95%   
Fee Waiver and Expense Reimbursement (2)      0.30%         0.30%   
Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement (2)      0.90%         0.65%   

 

(1) The expense information in the fee table has been restated to reflect that effective September 1, 2011, the Fund entered into a new transfer agency agreement.

 

(2) M&I Investment Management Corp. (Adviser) has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent class total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business and Acquired Fund Fees and Expenses) from exceeding 0.90% for Class Y and 0.65% for Class I through July 6, 2013. The Adviser may not terminate this arrangement prior to July 6, 2013 unless the investment advisory agreement is terminated.

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are as shown in the table and remain the same. The costs in the one-year example and for the first year of

the three-, five-, and ten-year examples reflect the Adviser’s agreement to waive fees and reimburse expenses through July 6, 2013. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:

 

     Class Y      Class I  
1 Year    $ 92       $ 66   
3 Years    $ 351       $ 273   
5 Years    $ 631       $ 496   
10 Years    $ 1,428       $ 1,139   

 

Portfolio Turnover

 

The Fund incurs transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 82% of the average value of its portfolio.

 

Principal Investment Strategies

 

Under normal circumstances, the Fund invests at least 80% of its assets in common stocks of large-sized U.S. companies. Large-sized companies are those companies, at the time of purchase, similar in size to those within the S&P 500 ® Index, which was approximately $ 1.6 billion to $ 357.6 billion in market capitalization as of August 31, 2011. The median market capitalization of companies in the S&P 500 ® Index as of the same period was $ 11.0 billion. The Fund normally invests in approximately 40 to 55 stocks.

 

The Adviser’s investment process begins with a top down business cycle analysis and then focuses on companies with positive fundamental change characteristics such as enhancing revenues, improving profit margins and/or increasing cash flows.

 

From time to time, the Fund maintains a portion of its assets in cash. The Fund may increase its cash holdings in response to market conditions or in the event attractive investment opportunities are not available.

 

Principal Risks

 

The Fund cannot assure that it will achieve its investment objective. An investment in the Fund is not a deposit of BMO Harris Bank N.A. or any of its affiliates and is not insured or guaranteed by the FDIC or any other government agency. The net asset value of the Fund will vary and you could lose money by investing in the Fund. In addition, the Fund is subject to the following risks.

 

 

 

EQUITY FUNDS      9   


Table of Contents

 

 

BMO Large-Cap Focus Fund (cont.)

 

 

Stock Market Risks. The Fund is subject to fluctuations in the stock market, which has periods of increasing and decreasing values. Stocks are more volatile than debt securities. If the value of the Fund’s investments goes down, you may lose money.

 

Sector Risks. Companies with similar characteristics, such as those within the same industry, may be grouped together in broad categories called sectors. To the extent the Fund invests its assets in a particular sector, the Fund’s performance may be more susceptible to any economic, business or other developments that generally affect that sector.

 

Management Risks. The Adviser’s judgments about the attractiveness, value and potential appreciation of the Fund’s investments may prove to be incorrect. Accordingly, there is no guarantee that the investment techniques used by the Fund’s managers will produce the desired results.

 

Cash Risks. To the extent the Fund holds cash or cash equivalents rather than securities, this could cause the Fund to not achieve its investment objective and could negatively affect the Fund’s performance.

 

Fund Performance

 

Performance information is not included because the Fund does not have one full calendar year of performance.

 

Management of the Fund

 

Adviser. M&I Investment Management Corp.

 

Portfolio Managers. Carl Goldsmith, Marla Ryan, CFA, and Brenda Cullen co-manage the Fund. Mr. Goldsmith, a senior vice president of Delta Asset Management, an operating division of the Adviser, has co-managed the Fund since its inception in August 2010. Ms. Ryan, a senior vice president of Delta Asset Management, has co-managed the Fund since its inception in August 2010. Ms. Cullen, a vice president and senior equity analyst of Delta Asset Management, has co-managed the Fund since its inception in August 2010.

 

Purchase and Sale of Fund Shares

 

Minimums. To open an account, your first investment must be at least $1,000 for Class Y shares and $2 million for Class I shares. For Class Y, the minimum subsequent purchase amount is $50.

 

You may sell (redeem) your shares of the Fund on any day the New York Stock Exchange is open for business in one of the following methods, depending on the elections you made in your account application:

 

Phone. Call 1-800-236-FUND (3863).

Wire/Electronic Transfer. Upon written request sent to the address below under “Mail,” redemption proceeds can be directly deposited by Electronic Funds Transfer or wired to your previously designated domestic commercial bank.

 

Mail. Send a written request, indicating your name, the Fund name, your account number and the number of shares or the dollar amount you want to redeem, to: BMO Funds U.S. Services, P.O. Box 55931, Boston, MA 02205-5931.

 

Systematic Withdrawal Program. If your account balance is at least $10,000, you may have predetermined amounts of at least $100 withdrawn from your account on a monthly or quarterly basis.

 

BMO Funds Website. Go to www.bmofundsus.com.

 

Tax Information

 

The Fund intends to make distributions that are expected to be taxed primarily as capital gains for federal income tax purposes.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

 

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BMO Mid-Cap Value Fund

 

 

Investment Objective:

 

To provide capital appreciation.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

Shareholder Fees (fees paid directly from your investment)      Class Y         Class I   
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)      None         None   
Redemption Fee (as a percentage of amount redeemed, for shares held less than 30 days)      2.00%         2.00%   
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    
Management Fees      0.75%         0.75%   
Distribution (12b-1) Fees      None         None   
Other Expenses (1)      0.50%         0.25%   
Total Annual Fund Operating Expenses      1.25%         1.00%   
Fee Waiver and Expense Reimbursement (2)      0.01%         0.01%   
Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement (2)      1.24%         0.99%   

 

(1) The expense information in the fee table has been restated to reflect that effective September 1, 2011, the Fund entered into a new transfer agency agreement.

 

(2) M&I Investment Management Corp. (Adviser) has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent class total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business and Acquired Fund Fees and Expenses) from exceeding 1.24% for Class Y and 0.99% for Class I through July 6, 2013. The Adviser may not terminate this arrangement prior to July 6, 2013 unless the investment advisory agreement is terminated.

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are as shown in the table and remain the same. The costs in the one-year example and for the first year of

the three-, five-, and ten-year examples reflect the Adviser’s agreement to waive fees and reimburse expenses through July 6, 2013. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:

 

     Class Y      Class I  
1 Year    $ 126       $ 101   
3 Years    $ 396       $ 317   
5 Years    $ 685       $ 551   
10 Years    $ 1,510       $ 1,224   

 

Portfolio Turnover

 

The Fund incurs transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 37% of the average value of its portfolio.

 

Principal Investment Strategies

 

The Fund invests at least 80% of its assets in value-oriented common stocks of medium-sized U.S. companies similar in size to those within the Russell Midcap ® Value Index. These mid-sized companies, at the time of purchase, generally have market capitalizations in the range of companies in the Russell Midcap ® Value Index. The largest company by market capitalization in the Russell Midcap ® Value Index was approximately $18.0 billion as of August 31, 2011 and the median market capitalization of companies in the Index as of the same period was $3.6 billion. The Adviser selects companies that exhibit traditional value characteristics, such as a price-to-earnings ratio less than the S&P 400 ® Index, higher-than-average dividend yields or a lower-than-average price-to-book value. In addition, these companies may have under-appreciated assets, or be involved in company turnarounds or corporate restructurings.

 

Principal Risks

 

The Fund cannot assure that it will achieve its investment objective. An investment in the Fund is not a deposit of BMO Harris Bank N.A. or any of its affiliates and is not insured or guaranteed by the FDIC or any other government agency. The net asset value of the Fund will vary and you could lose money by investing in the Fund. In addition, the Fund is subject to the following risks.

 

Stock Market Risks. The Fund is subject to fluctuations in the stock market, which has periods of increasing and decreasing

 

 

EQUITY FUNDS      11   


Table of Contents

 

 

BMO Mid-Cap Value Fund (cont.)

 

 

values. Stocks are more volatile than debt securities. If the value of the Fund’s investments goes down, you may lose money.

 

Sector Risks. Companies with similar characteristics, such as those within the same industry, may be grouped together in broad categories called sectors. To the extent the Fund invests its assets in a particular sector, the Fund’s performance may be more susceptible to any economic, business or other developments that generally affect that sector.

 

Style Risks. Investments in value stocks are subject to the risk that their intrinsic values may never be realized by the market, that a stock judged to be undervalued may actually be appropriately priced, or that their prices may decline, even though in theory they are already undervalued. Value stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks (e.g., growth stocks).

 

Company Size Risks. Generally, the smaller the market capitalization of a company, the fewer the number of shares traded daily, the less liquid its stock and the more volatile its price. Companies with smaller market capitalizations also tend to have unproven track records, a limited product or service base and limited access to capital. These factors also increase risks and make these companies more likely to fail than companies with larger market capitalizations.

 

Management Risks. The Adviser’s judgments about the attractiveness, value and potential appreciation of the Fund’s investments may prove to be incorrect. Accordingly, there is no guarantee that the investment techniques used by the Fund’s managers will produce the desired results.

 

Fund Performance

 

The bar chart and table show the historical performance of the Fund’s shares and provide some indication of the risks of investing in the Fund. The bar chart shows how the Fund’s total returns before taxes have varied from year to year, while the table compares the Fund’s average annual total returns to the returns of a broad measure of market performance and an index of funds with similar investment objectives. Please keep in mind that past performance, before and after taxes, does not represent how the Fund will perform in the future. Investors may obtain updated performance information for the Fund at www.bmofundsus.com.

Class Y—Annual Total Returns (calendar years 2001-2010)

 

LOGO

 

The return for the Class Y shares of the Fund from January 1, 2011 through September 30, 2011 was (17.28)%.

 

During the periods shown in the bar chart for the Fund:

 

    Quarter Ended      Returns  
Best quarter     9/30/2009         21.90
Worst quarter     12/31/2008         (22.55 )% 

 

Average Annual Total Returns through 12/31/10

 

     1 Year      5 Year    

10 Year/Since

Commencement
of Operations

 
Class Y                          

Return Before Taxes

     21.67      3.69     8.19

Return After Taxes on Distributions

     21.59      2.61     6.89

Return After Taxes on Distributions and Sale of Fund Shares

     14.19      2.92     6.78
Class I (Commencement of Operations 2/1/08)                          

Return Before Taxes

     21.98      N/A        3.66
RMCVI (reflects no deduction for fees, expenses or taxes)      24.75      4.08     8.07
LMCVFI (reflects deduction of fees and no deduction for sales charges or taxes)      14.54      0.93     3.56

 

After-tax returns are calculated using the highest historical individual marginal federal income tax rates and do not reflect the effect of any applicable state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from

 

 

12    EQUITY FUNDS


Table of Contents

 

 

BMO Mid-Cap Value Fund (cont.)

 

 

those shown. After-tax returns shown are not relevant to investors holding shares through tax-deferred programs, such as IRAs or 401(k) plans. After-tax returns are shown only for Class Y, and after-tax returns for Class I will vary.

 

The Russell Midcap ® Value Index (RMCVI) measures the performance of those companies included in the Russell Midcap ® Index with lower price-to-book ratios and lower forecasted growth values. Those companies are also included in the Russell 1000 ® Value Index.

 

The Lipper Mid-Cap Value Funds Index (LMCVFI) is an average of the 30 largest mutual funds in this Lipper category.

 

Management of the Fund

 

Adviser. M&I Investment Management Corp.

 

Portfolio Managers. Matthew B. Fahey, Gregory S. Dirkse and Brian J. Janowski are the portfolio managers of the Fund. Mr. Fahey is the lead portfolio manager of the Fund. Mr. Fahey, a Senior Vice President and a Portfolio Manager of the Adviser, has managed the Fund since June 1997 and has been employed by the Adviser since 1984. Mr. Dirkse, a Vice President and a Portfolio Manager of the Adviser, has managed the Fund since March 2011 and has been employed by the Adviser since 1999. Mr. Janowski, a Vice President and a Portfolio Manager of the Adviser, has managed the Fund since March 2011 and has been employed by the Adviser since 2008.

 

Purchase and Sale of Fund Shares

 

Minimums. To open an account, your first investment must be at least $1,000 for Class Y shares and $2 million for Class I shares. For Class Y, the minimum subsequent purchase amount is $50.

 

You may sell (redeem) your shares of the Fund on any day the New York Stock Exchange is open for business in one of the following methods, depending on the elections you made in your account application:

 

Phone. Call 1-800-236-FUND (3863).

 

Wire/Electronic Transfer. Upon written request sent to the address below under “Mail,” redemption proceeds can be directly deposited by Electronic Funds Transfer or wired to your previously designated domestic commercial bank.

 

Mail. Send a written request, indicating your name, the Fund name, your account number and the number of shares or the dollar amount you want to redeem, to: BMO Funds U.S. Services, P.O. Box 55931, Boston, MA 02205-5931.

Systematic Withdrawal Program. If your account balance is at least $10,000, you may have predetermined amounts of at least $100 withdrawn from your account on a monthly or quarterly basis.

 

BMO Funds Website. Go to www.bmofundsus.com.

 

Tax Information

 

The Fund intends to make distributions that may be taxed as ordinary income or capital gains for federal income tax purposes.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

 

EQUITY FUNDS      13   


Table of Contents

 

BMO Mid-Cap Growth Fund

 

 

Investment Objective:

 

To provide capital appreciation.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

Shareholder Fees (fees paid directly from your investment)      Class Y         Class I   
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)      None         None   
Redemption Fee (as a percentage of amount redeemed, for shares held less than 30 days)      2.00%         2.00%   
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    
Management Fees      0.75%         0.75%   
Distribution (12b-1) Fees      None         None   
Other Expenses (1)      0.48%         0.23%   
Total Annual Fund Operating Expenses      1.23%         0.98%   

 

(1) The expense information in the fee table has been restated to reflect that effective September 1, 2011, the Fund entered into a new transfer agency agreement.

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are as shown in the table and remain the same. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:

 

     Class Y      Class I  
1 Year    $ 125       $ 100   
3 Years    $ 390       $ 312   
5 Years    $ 676       $ 542   
10 Years    $ 1,489       $ 1,201   

 

Portfolio Turnover

 

The Fund incurs transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and

may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 79% of the average value of its portfolio.

 

Principal Investment Strategies

 

The Fund invests at least 80% of its assets in growth-oriented common stocks of medium-sized U.S. companies similar in size to those within the Russell Midcap ® Growth Index. These mid-sized companies, at the time of purchase, generally have market capitalizations in the range of companies in the Russell Midcap ® Growth Index. The largest company by market capitalization in the Russell Midcap ® Growth Index was approximately $19.3 billion as of August 31, 2011 and the median market capitalization of companies in the Index as of the same period was $4.6 billion. The Adviser selects stocks of companies with growth characteristics, including companies with above average earnings growth potential and companies where significant changes are taking place, such as new products, services or methods of distribution, or overall business restructuring.

 

Principal Risks

 

The Fund cannot assure that it will achieve its investment objective. An investment in the Fund is not a deposit of BMO Harris Bank N.A. or any of its affiliates and is not insured or guaranteed by the FDIC or any other government agency. The net asset value of the Fund will vary and you could lose money by investing in the Fund. In addition, the Fund is subject to the following risks.

 

Stock Market Risks. The Fund is subject to fluctuations in the stock market, which has periods of increasing and decreasing values. Stocks are more volatile than debt securities. If the value of the Fund’s investments goes down, you may lose money.

 

Sector Risks. Companies with similar characteristics, such as those within the same industry, may be grouped together in broad categories called sectors. To the extent the Fund invests its assets in a particular sector, the Fund’s performance may be more susceptible to any economic, business or other developments that generally affect that sector.

 

Style Risks. Due to their relatively high valuations, growth stocks are typically more volatile than value stocks. Further, growth stocks may not pay dividends or may pay lower dividends than value stocks. This means they depend more on price changes for returns and may be more adversely affected in a down market compared to value stocks that pay higher dividends.

 

Company Size Risks. Generally, the smaller the market capitalization of a company, the fewer the number of shares traded daily, the less liquid its stock and the more volatile its price.

 

 

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Table of Contents

 

 

BMO Mid-Cap Growth Fund (cont.)

 

 

Companies with smaller market capitalizations also tend to have unproven track records, a limited product or service base and limited access to capital. These factors also increase risks and make these companies more likely to fail than companies with larger market capitalizations.

 

Management Risks. The Adviser’s judgments about the attractiveness, value and potential appreciation of the Fund’s investments may prove to be incorrect. Accordingly, there is no guarantee that the investment techniques used by the Fund’s managers will produce the desired results.

 

Fund Performance

 

The bar chart and table show the historical performance of the Fund’s shares and provide some indication of the risks of investing in the Fund. The bar chart shows how the Fund’s total returns before taxes have varied from year to year, while the table compares the Fund’s average annual total returns to the returns of a broad measure of market performance and an index of funds with similar investment objectives. Please keep in mind that past performance, before and after taxes, does not represent how the Fund will perform in the future. Investors may obtain updated performance information for the Fund at www.bmofundsus.com.

 

Class Y—Annual Total Returns (calendar years 2001-2010)

 

LOGO

 

The return for the Class Y shares of the Fund from January 1, 2011 through September 30, 2011 was (16.00)%.

 

During the periods shown in the bar chart for the Fund:

 

    Quarter Ended      Returns  
Best quarter     6/30/2003         17.76
Worst quarter     9/30/2001         (23.19 )% 

Average Annual Total Returns through 12/31/10

 

     1 Year      5 Year     10 Year/Since
Commencement
of Operations
 
Class Y                          

Return Before Taxes

     31.29      7.22     2.55

Return After Taxes on Distributions

     31.29      7.04     2.46

Return After Taxes on Distributions and Sale of Fund Shares

     20.34      6.19     2.16
Class I (Commencement of Operations 2/1/08)                          

Return Before Taxes

     31.67      N/A        5.74
RMCGI (reflects no deduction for fees, expenses or taxes)      26.38      4.88     3.12
LMCGFI (reflects deduction of fees and no deduction for sales charges or taxes)      25.66      6.22     2.59

 

After-tax returns are calculated using the highest historical individual marginal federal income tax rates and do not reflect the effect of any applicable state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors holding shares through tax-deferred programs, such as IRAs or 401(k) plans. After-tax returns are shown only for Class Y, and after-tax returns for Class I will vary.

 

The Russell Midcap ® Growth Index (RMCGI) measures the performance of those companies included in the Russell Midcap ® Index with higher price-to-book ratios and higher forecasted growth values. Those companies are also included in the Russell 1000 ® Growth Index.

 

The Lipper Mid-Cap Growth Funds Index (LMCGFI) is an average of the 30 largest mutual funds in this Lipper category.

 

Management of the Fund

 

Adviser. M&I Investment Management Corp.

 

Portfolio Managers. Kenneth S. Salmon and Patrick M. Gundlach co-manage the Fund. Mr. Salmon, a Vice President and a Portfolio Manager of the Adviser, has co-managed the Fund

 

 

EQUITY FUNDS      15   


Table of Contents

 

 

BMO Mid-Cap Growth Fund (cont.)

 

 

since December 2004 and has been employed by the Adviser since 2000. Mr. Gundlach, a Vice President and a Portfolio Manager of the Adviser, has co-managed the Fund since July 2007 and has been employed by the Adviser since 2004.

 

Purchase and Sale of Fund Shares

 

Minimums. To open an account, your first investment must be at least $1,000 for Class Y shares and $2 million for Class I shares. For Class Y, the minimum subsequent purchase amount is $50.

 

You may sell (redeem) your shares of the Fund on any day the New York Stock Exchange is open for business in one of the following methods, depending on the elections you made in your account application:

 

Phone. Call 1-800-236-FUND (3863).

 

Wire/Electronic Transfer. Upon written request sent to the address below under “Mail,” redemption proceeds can be directly deposited by Electronic Funds Transfer or wired to your previously designated domestic commercial bank.

 

Mail. Send a written request, indicating your name, the Fund name, your account number and the number of shares or the dollar amount you want to redeem, to: BMO Funds U.S. Services, P.O. Box 55931, Boston, MA 02205-5931.

 

Systematic Withdrawal Program. If your account balance is at least $10,000, you may have predetermined amounts of at least $100 withdrawn from your account on a monthly or quarterly basis.

 

BMO Funds Website. Go to www.bmofundsus.com.

 

Tax Information

 

The Fund intends to make distributions that are expected to be taxed primarily as capital gains for federal income tax purposes.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

 

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BMO Small-Cap Value Fund

 

 

Investment Objective:

 

To provide capital appreciation.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

Shareholder Fees (fees paid directly from your investment)      Class Y         Class I   
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)      None         None   
Redemption Fee (as a percentage of amount redeemed, for shares held less than 30 days)      2.00%         2.00%   
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    
Management Fees      0.75%         0.75%   
Distribution (12b-1) Fees      None         None   
Other Expenses (1)      1.02%         0.77%   
Total Annual Fund Operating Expenses      1.77%         1.52%   
Fee Waiver and Expense Reimbursement (2)      0.53%         0.53%   
Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement (2)      1.24%         0.99%   

 

(1) The expense information in the fee table has been restated to reflect that effective September 1, 2011, the Fund entered into a new transfer agency agreement.

 

(2) M&I Investment Management Corp. (Adviser) has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business and Acquired Fund Fees and Expenses) from exceeding 1.24% for Class Y and 0.99% for Class I through July 6, 2013. The Adviser may not terminate this arrangement prior to July 6, 2013 unless the investment advisory agreement is terminated.

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are as shown in the table and remain the same. The costs in the one-year example and for the first year of

the three-, five, and ten-year examples reflect the Adviser’s agreement to waive fees and reimburse expenses through July 6, 2013. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:

 

     Class Y      Class I  
1 Year    $ 126       $ 101   
3 Years    $ 506       $ 428   
5 Years    $ 910       $ 779   
10 Years    $ 2,040       $ 1,767   

 

Portfolio Turnover

 

The Fund incurs transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the period March 1, 2011 (commencement of operations) to August 31, 2011, the Fund’s portfolio turnover rate (not annualized) was 21% of the average value of its portfolio.

 

Principal Investment Strategies

 

The Fund invests at least 80% of its assets in value oriented common stocks of small-sized U.S. companies similar in size to those within the Russell 2000 ® Value Index. These small-sized companies, at the time of purchase, generally have market capitalizations in the range of companies in the Russell 2000 ® Value Index. The largest company by market capitalization in the Russell 2000 ® Value Index was approximately $2.8 billion as of August 31, 2011 and the median market capitalization of companies in the Index as of the same period was $415 million. The Adviser uses a disciplined investment process that identifies companies that it believes have good value relative to their assets, sustainable cash flow, acceptable levels of debt, and potential for improving their business fundamentals. In addition, these companies may have under-appreciated assets, or be involved in company turnarounds or corporate restructurings.

 

Principal Risks

 

The Fund cannot assure that it will achieve its investment objective. An investment in the Fund is not a deposit of BMO Harris Bank N.A. or any of its affiliates and is not insured or guaranteed by the FDIC or any other government agency. The net asset value of the Fund will vary and you could lose money by investing in the Fund. In addition, the Fund is subject to the following risks.

 

Stock Market Risks. The Fund is subject to fluctuations in the stock market, which has periods of increasing and decreasing

 

 

EQUITY FUNDS      17   


Table of Contents

 

 

BMO Small-Cap Value Fund (cont.)

 

 

values. Stocks are more volatile than debt securities. If the value of the Fund’s investments goes down, you may lose money.

 

Sector Risks. Companies with similar characteristics, such as those within the same industry, may be grouped together in broad categories called sectors. To the extent the Fund invests its assets in a particular sector, the Fund’s performance may be more susceptible to any economic, business or other developments that generally affect that sector.

 

Style Risks. Investments in value stocks are subject to the risk that their intrinsic values may never be realized by the market, that a stock judged to be undervalued may actually be appropriately priced, or that their prices may decline, even though in theory they are already undervalued. Value stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks (e.g., growth stocks).

 

Small Company Risks. Generally, the smaller the market capitalization of a company, the fewer the number of shares traded daily, the less liquid its stock and the more volatile its price. Companies with smaller market capitalizations also tend to have unproven track records, a limited product or service base and limited access to capital. These factors also increase risks and make these companies more likely to fail than companies with larger market capitalizations.

 

Management Risks. The Adviser’s judgments about the attractiveness, value and potential appreciation of the Fund’s investments may prove to be incorrect. Accordingly, there is no guarantee that the investment techniques used by the Fund’s managers will produce the desired results.

 

Fund Performance

 

Performance information is not included because the Fund does not have one full calendar year of performance.

 

Management of the Fund

 

Adviser. M&I Investment Management Corp.

 

Portfolio Managers. Matthew B. Fahey, Gregory S. Dirkse and Brian J. Janowski are the portfolio managers of the Fund. Mr. Fahey is the lead portfolio manager of the Fund. Mr. Fahey, a Senior Vice President and a Portfolio Manager of the Adviser, has managed the Fund since its inception and has been employed by the Adviser since 1984. Mr. Dirkse, a Vice President and a Portfolio Manager of the Adviser, has managed the Fund since its inception and has been employed by the Adviser since 1999. Mr. Janowski, a Vice President and a Portfolio Manager of the Adviser, has managed the Fund since its inception and has been employed by the Adviser since 2008.

Purchase and Sale of Fund Shares

 

Minimums. To open an account, your first investment must be at least $1,000 for Class Y shares and $2 million for Class I shares. For Class Y, the minimum subsequent purchase amount is $50.

 

You may sell (redeem) your shares of the Fund on any day the New York Stock Exchange is open for business in one of the following methods, depending on the elections you made in your account application:

 

Phone. Call 1-800-236-FUND (3863).

 

Wire/Electronic Transfer. Upon written request sent to the address below under “Mail,” redemption proceeds can be directly deposited by Electronic Funds Transfer or wired to your previously designated domestic commercial bank.

 

Mail. Send a written request, indicating your name, the Fund name, your account number and the number of shares or the dollar amount you want to redeem, to: BMO Funds U.S. Services, P.O. Box 55931, Boston, MA 02205-5931.

 

Systematic Withdrawal Program. If your account balance is at least $10,000, you may have predetermined amounts of at least $100 withdrawn from your account on a monthly or quarterly basis.

 

BMO Funds Website. Go to www.bmofundsus.com.

 

Tax Information

 

The Fund intends to make distributions that may be taxed as ordinary income or capital gains for federal income tax purposes.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

 

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BMO Small-Cap Growth Fund

 

 

Investment Objective:

 

To provide capital appreciation.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

Shareholder Fees (fees paid directly from your investment)      Class Y         Class I   
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)      None         None   
Redemption Fee (as a percentage of amount redeemed, for shares held less than 30 days)      2.00%         2.00%   
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    
Management Fees      1.00%         1.00%   
Distribution (12b-1) Fees      None         None   
Other Expenses (1)      0.46%         0.21%   
Total Annual Fund Operating Expenses      1.46%         1.21%   
Fee Waiver and Expense Reimbursement (2)      0.02%         0.02%   
Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement (2)      1.44%         1.19%   

 

(1) The expense information in the fee table has been restated to reflect that effective September 1, 2011, the Fund entered into a new transfer agency agreement.

 

(2) M&I Investment Management Corp. (Adviser) has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent class total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business and Acquired Fund Fees and Expenses) from exceeding 1.44% for Class Y and 1.19% for Class I through July 6, 2013. The Adviser may not terminate this arrangement prior to July 6, 2013 unless the investment advisory agreement is terminated.

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are as shown in the table and remain the same. The costs in the one-year example and for the first year of

the three-, five-, and ten-year examples reflect the Adviser’s agreement to waive fees and reimburse expenses through July 6, 2013. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:

 

     Class Y      Class I  
1 Year    $ 147       $ 121   
3 Years    $ 460       $ 382   
5 Years    $ 796       $ 663   
10 Years    $ 1,745       $ 1,464   

 

Portfolio Turnover

 

The Fund incurs transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 101% of the average value of its portfolio.

 

Principal Investment Strategies

 

The Fund invests at least 80% of its assets in common stocks of small-sized U.S. companies similar in size to those within the Russell 2000 ® Growth Index. These small-sized companies, at the time of purchase, generally have market capitalizations in the range of companies in the Russell 2000 ® Growth Index. The largest company by market capitalization in the Russell 2000 ® Growth Index was approximately $3.2 billion as of August 31, 2011 and the median market capitalization of companies in the Index as of the same period was $540 million. The Adviser selects stocks of companies with growth characteristics, including companies with above-average earnings growth potential and companies where significant changes are taking place, such as new products, services or methods of distribution, or overall business restructuring.

 

Principal Risks

 

The Fund cannot assure that it will achieve its investment objective. An investment in the Fund is not a deposit of BMO Harris Bank N.A. or any of its affiliates and is not insured or guaranteed by the FDIC or any other government agency. The net asset value of the Fund will vary and you could lose money by investing in the Fund. In addition, the Fund is subject to the following risks.

 

Stock Market Risks. The Fund is subject to fluctuations in the stock market, which has periods of increasing and decreasing values. Stocks are more volatile than debt securities. If the value of the Fund’s investments goes down, you may lose money.

 

 

EQUITY FUNDS      19   


Table of Contents

 

 

BMO Small-Cap Growth Fund (cont.)

 

 

 

Sector Risks. Companies with similar characteristics, such as those within the same industry, may be grouped together in broad categories called sectors. To the extent the Fund invests its assets in a particular sector, the Fund’s performance may be more susceptible to any economic, business or other developments that generally affect that sector.

 

Style Risks. Due to their relatively high valuations, growth stocks are typically more volatile than value stocks. Further, growth stocks may not pay dividends or may pay lower dividends than value stocks. This means they depend more on price changes for returns and may be more adversely affected in a down market compared to value stocks that pay higher dividends.

 

Company Size Risks. Generally, the smaller the market capitalization of a company, the fewer the number of shares traded daily, the less liquid its stock and the more volatile its price. Companies with smaller market capitalizations also tend to have unproven track records, a limited product or service base and limited access to capital. These factors also increase risks and make these companies more likely to fail than companies with larger market capitalizations.

 

Management Risks. The Adviser’s judgments about the attractiveness, value and potential appreciation of the Fund’s investments may prove to be incorrect. Accordingly, there is no guarantee that the investment techniques used by the Fund’s managers will produce the desired results.

 

Fund Performance

 

The bar chart and table show the historical performance of the Fund’s shares and provide some indication of the risks of investing in the Fund. The bar chart shows how the Fund’s total returns before taxes have varied from year to year, while the table compares the Fund’s average annual total returns to the returns of a broad measure of market performance and an index of funds with similar investment objectives. Please keep in mind that past performance, before and after taxes, does not represent how the Fund will perform in the future. Investors may obtain updated performance information for the Fund at www.bmofundsus.com.

 

Class Y—Annual Total Returns (calendar years 2001-2010)

 

LOGO

 

The return for the Class Y shares of the Fund from January 1, 2011 through September 30, 2011 was (19.73)%.

During the periods shown in the bar chart for the Fund:

 

    Quarter Ended      Returns  
Best quarter     12/31/2001         31.02
Worst quarter     9/30/2001         (27.21 )% 

 

Average Annual Total Returns through 12/31/10

 

     1 Year      5 Year     10 Year/Since
Commencement
of Operations
 
Class Y                          

Return Before Taxes

     35.59      9.32     8.61

Return After Taxes on Distributions

     35.59      8.18     7.74

Return After Taxes on Distributions and Sale of Fund Shares

     23.13      7.65     7.25
Class I
(Commencement of Operations 2/1/08)
                         

Return Before Taxes

     35.91      N/A        9.41
Russell 2000 ® Growth (reflects no deduction for fees, expenses or taxes)      29.09      5.30     3.78
LSCGFI (reflects deduction of fees
and no deduction for sales charges or taxes)
     26.08      3.92     2.58

 

After-tax returns are calculated using the highest historical individual marginal federal income tax rates and do not reflect the effect of any applicable state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors holding shares through tax-deferred programs, such as IRAs or 401(k) plans. After-tax returns are shown only for Class Y, and after-tax returns for Class I will vary.

 

The Russell 2000 ® Growth Index (Russell 2000 ® Growth) measures the performance of those companies included in the Russell 2000 ® Index with higher price-to-book ratios and higher forecasted growth values.

 

The Lipper Small-Cap Growth Funds Index (LSCGFI) is an average of the 30 largest mutual funds in this Lipper category.

 

 

20    EQUITY FUNDS


Table of Contents

 

 

BMO Small-Cap Growth Fund (cont.)

 

 

 

Management of the Fund

 

Adviser. M&I Investment Management Corp.

 

Portfolio Managers. Kenneth S. Salmon and Patrick M. Gundlach co-manage the Fund. Mr. Salmon, a Vice President and a Portfolio Manager of the Adviser, has co-managed the Fund since December 2004 and has been employed by the Adviser since 2000. Mr. Gundlach, a Vice President and a Portfolio Manager of the Adviser, has co-managed the Fund since July 2007 and has been employed by the Adviser since 2004.

 

Purchase and Sale of Fund Shares

 

Minimums. To open an account, your first investment must be at least $1,000 for Class Y shares and $2 million for Class I shares. For Class Y, the minimum subsequent purchase amount is $50.

 

You may sell (redeem) your shares of the Fund on any day the New York Stock Exchange is open for business in one of the following methods, depending on the elections you made in your account application:

 

Phone. Call 1-800-236-FUND (3863).

 

Wire/Electronic Transfer. Upon written request sent to the address below under “Mail,” redemption proceeds can be directly deposited by Electronic Funds Transfer or wired to your previously designated domestic commercial bank.

 

Mail. Send a written request, indicating your name, the Fund name, your account number and the number of shares or the dollar amount you want to redeem, to: BMO Funds U.S. Services, P.O. Box 55931, Boston, MA 02205-5931.

 

Systematic Withdrawal Program. If your account balance is at least $10,000, you may have predetermined amounts of at least $100 withdrawn from your account on a monthly or quarterly basis.

 

BMO Funds Website. Go to www.bmofundsus.com.

 

Tax Information

 

The Fund intends to make distributions that are expected to be taxed primarily as capital gains for federal income tax purposes.

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

 

EQUITY FUNDS      21   


Table of Contents

 

BMO Pyrford International Stock Fund

 

 

Investment Objective:

 

To provide capital appreciation.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

Shareholder Fees (fees paid directly from your investment)      Class Y         Class I   
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)      None         None   
Redemption Fee (as a percentage of amount redeemed, for shares held less than 30 days)      2.00%         2.00%   
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    
Management Fees      0.80%         0.80%   
Distribution (12b-1) Fees      None         None   
Other Expenses (1)      0.89%         0.64%   
Total Annual Fund Operating Expenses      1.69%         1.44%   
Fee Waiver and Expense Reimbursement (2)      0.45%         0.45%   
Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement (2)      1.24%         0.99%   

 

(1) “Other Expenses” are based on estimated amounts for the Fund’s current fiscal year because it is a new fund.

 

(2) M&I Investment Management Corp. (Adviser) has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business and Acquired Fund Fees and Expenses) from exceeding 1.24% for Class Y and 0.99% for Class I through December 29, 2012. The Adviser may not terminate this arrangement prior to December 29, 2012 unless the investment advisory agreement is terminated.

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are as shown in the table and remain the same. The costs in the one-year example and for the first year of

the three-year example reflect the Adviser’s agreement to waive fees and reimburse expenses through December 29, 2012. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:

 

     Class Y      Class I  
1 Year    $ 126       $ 101   
3 Years    $ 489       $ 411   

 

Portfolio Turnover

 

The Fund incurs transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.

 

Principal Investment Strategies

 

The Fund invests at least 80% of its assets in equity securities of companies located in a number of countries outside the United States. The Fund will invest primarily in companies that are located in the countries included in the MSCI EAFE Index, which includes developed countries outside of North America. Although the Fund may invest in companies across all market capitalizations, the Fund will invest primarily in companies that, at the time of purchase, have a minimum market capitalization of $300 million.

 

The Fund’s sub-adviser is Pyrford International Ltd. (“Pyrford”). Pyrford seeks to provide downside protection by adopting a highly defensive investment stance at times of perceived high risk, characterized by high valuation levels or high levels of financial leverage. The Fund does not target a specific volatility level, but aims to deliver volatility significantly below that of the MSCI EAFE Index by being zero weight in any country, sector or stock where there is very poor value as measured by established fundamental value metrics (such as dividend yields, return on equity and P/E ratios).

 

In determining where a company is located, the sub-adviser primarily relies on the country where the company is incorporated, but may also consider the country where the company’s revenues are derived and the primary market listing for the class of shares to be purchased. Although the Fund will invest primarily in companies that are included in the MSCI EAFE Index, the Fund may invest up to 20% of its net assets in companies located in countries not represented in this index, including emerging market countries.

 

Principal Risks

 

The Fund cannot assure that it will achieve its investment objective. An investment in the Fund is not a deposit of BMO

 

 

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Table of Contents

 

 

BMO Pyrford International Stock Fund (cont.)

 

 

Harris Bank, N.A. or any of its affiliates and is not insured or guaranteed by the FDIC or any other government agency. The net asset value of the Fund will vary and you could lose money by investing in the Fund. In addition, the Fund is subject to the following risks.

 

Foreign Securities Risks. Investing in foreign securities may involve additional risks, including currency-rate fluctuations, political and economic instability, differences in financial reporting standards, less-strict regulation of the securities markets and possible imposition of foreign withholding taxes. Furthermore, the Fund may incur higher costs and expenses when making foreign investments, which will affect the Fund’s total return.

 

Emerging Markets Risks. Investments in emerging markets can involve risks in addition to and greater than those generally associated with investing in more developed foreign markets, which may make emerging market securities more volatile and potentially less liquid than securities issued in more developed markets.

 

Stock Market Risks. The Fund is subject to fluctuations in the stock market, which has periods of increasing and decreasing values. Stocks are more volatile than debt securities. If the value of the Fund’s investments goes down, you may lose money.

 

Small Company Risks. Generally, the smaller the market capitalization of a company, the fewer the number of shares traded daily, the less liquid its stock and the more volatile its price. Companies with smaller market capitalizations also tend to have unproven track records, a limited product or service base and limited access to capital. These factors also increase risks and make these companies more likely to fail than companies with larger market capitalizations.

 

Management Risks. Pyrford’s judgments about the attractiveness, value and potential appreciation of the Fund’s investments may prove to be incorrect. Accordingly, there is no guarantee that the investment techniques used by the Fund’s managers will produce the desired results.

 

Fund Performance

 

Performance information is not included because the Fund does not have one full calendar year of performance.

 

Management of the Fund

 

Adviser. M&I Investment Management Corp.

 

Sub-Adviser. Pyrford International Ltd., an affiliate of the Adviser.

 

Portfolio Managers. Bruce Campbell, Tony Cousins, Paul Simons and Daniel McDonagh co-manage the Fund. Mr. Campbell, Investment Chairman at Pyrford, founded Pyrford in 1982 and has co-managed the Fund since its inception. Mr. Cousins, Chief Executive Officer and Chief Investment Officer at Pyrford, joined Pyrford in 1989 and has co-managed the Fund

since its inception. Mr. Simons, Head of Portfolio Management, Asia Pacific at Pyrford, joined Pyrford in 1996 and has co-managed the Fund since its inception. Mr. McDonagh, Head of Portfolio Management, Europe/UK at Pyrford, joined Pyrford in 1997 and has co-managed the Fund since its inception.

 

Purchase and Sale of Fund Shares

 

Minimums. To open an account, your first investment must be at least $1,000 for Class Y shares and $2,000,000 for Class I shares. For Class Y, the minimum subsequent purchase amount is $50.

 

You may sell (redeem) your shares of the Fund on any day the New York Stock Exchange is open for business in one of the following methods, depending on the elections you made in your account application:

 

Phone. Call 1-800-236-FUND (3863).

 

Wire/Electronic Transfer. Upon written request sent to the address below under “Mail,” redemption proceeds can be directly deposited by Electronic Funds Transfer or wired to your previously designated domestic commercial bank.

 

Mail. Send a written request, indicating your name, the Fund name, your account number and the number of shares or the dollar amount you want to redeem, to: BMO Funds U.S. Services, P.O. Box 55931, Boston, MA 02205-5931.

 

Systematic Withdrawal Program. If your account balance is at least $10,000, you may have predetermined amounts of at least $100 withdrawn from your account on a monthly or quarterly basis.

 

BMO Funds Website . Go to www.bmofundsus.com.

 

Tax Information

 

The Fund intends to make distributions that are expected to be taxed primarily as capital gains for federal income tax purposes.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

 

EQUITY FUNDS      23   


Table of Contents

 

BMO Lloyd George Emerging Markets Equity Fund

 

 

Investment Objective:

 

To provide capital appreciation.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

Shareholder Fees (fees paid directly from your investment)      Class Y         Class I   
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)      None         None   
Redemption Fee (as a percentage of amount redeemed, for shares held less than 30 days)      2.00%         2.00%   
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    
Management Fees (1)      0.90%         0.90%   
Distribution (12b-1) Fees      None         None   
Other Expenses (2)      0.85%         0.60%   
Total Annual Fund Operating Expenses      1.75%         1.50%   
Fee Waiver and Expense Reimbursement (3)      0.35%         0.35%   
Total Annual Fund Operating Expenses After Fee Waiver and Expense
Reimbursement
( 3 )
     1.40%         1.15%   

 

(1) The Fund’s management fee in the fee table has been restated. Effective December 29, 2011, the Fund’s management fee was reduced from 1.00% to 0.90%.

 

(2) The expense information in the fee table has been restated to reflect that effective September 1, 2011, the Fund entered into a new transfer agency agreement.

 

(3) M&I Investment Management Corp. (Adviser) has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business and Acquired Fund Fees and Expenses) from exceeding 1.40% for Class Y and 1.15% for Class I through July 6, 2013. The Adviser may not terminate this arrangement prior to July 6, 2013 unless the investment advisory agreement is terminated.

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your

investment has a 5% return each year and that the Fund’s operating expenses are as shown in the table and remain the same. The costs in the one-year example and for the first year of the three-, five-, and ten-year example reflect the Adviser’s agreement to waive fees and reimburse expenses through July 6, 2013. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:

 

     Class Y      Class I  
1 Year    $ 143       $ 117   
3 Years    $ 517       $ 440   
5 Years    $ 916       $ 758   
10 Years    $ 2,033       $ 1,761   

 

Portfolio Turnover

 

The Fund incurs transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 34% of the average value of its portfolio.

 

Principal Investment Strategies

 

The Fund invests at least 80% of its assets in equity securities of foreign companies located in emerging markets or whose primary business activities or principal trading markets are in emerging markets. The Fund’s sub-adviser, Lloyd George Management (Hong Kong) Limited (“LGM(HK)”), considers emerging markets to be those markets in any country other than Canada, Luxembourg, the U.S., Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom. LGM(HK) uses a “bottom-up,” fundamental approach in selecting stocks for the Fund’s portfolio. LGM(HK) seeks to identify quality, growth companies typically with dominant industry positions, strong balance sheets and cash flows to support a sustainable dividend payout.

 

Principal Risks

 

The Fund cannot assure that it will achieve its investment objective. An investment in the Fund is not a deposit of BMO Harris Bank, N.A. or any of its affiliates and is not insured or guaranteed by the FDIC or any other government agency. The net asset value of the Fund will vary and you could lose money by investing in the Fund. In addition, the Fund is subject to the following risks.

 

 

24    EQUITY FUNDS


Table of Contents

 

 

BMO Lloyd George Emerging Markets Equity Fund (cont.)

 

 

 

Stock Market Risks. The Fund is subject to fluctuations in the stock market, which has periods of increasing and decreasing values. Stocks are more volatile than debt securities. If the value of the Fund’s investments goes down, you may lose money.

 

Sector Risks. Companies with similar characteristics, such as those within the same industry, may be grouped together in broad categories called sectors. To the extent the Fund invests its assets in a particular sector, the Fund’s performance may be more susceptible to any economic, business or other developments that generally affect that sector.

 

Foreign Securities Risks. Investing in foreign securities may involve additional risks, including currency-rate fluctuations, political and economic instability, differences in financial reporting standards, less-strict regulation of the securities markets and possible imposition of foreign withholding taxes. Furthermore, the Fund may incur higher costs and expenses when making foreign investments, which will affect the Fund’s total return.

 

Emerging Markets Risks. Investments in emerging markets can involve risks in addition to and greater than those generally associated with investing in more developed foreign markets, which may make emerging market securities more volatile and potentially less liquid than securities issued in more developed markets.

 

Company Size Risks. Generally, the smaller the market capitalization of a company, the fewer the number of shares traded daily, the less liquid its stock and the more volatile its price. Companies with smaller market capitalizations also tend to have unproven track records, a limited product or service base and limited access to capital. These factors also increase risks and make these companies more likely to fail than companies with larger market capitalizations.

 

Management Risks. LGM(HK)’s judgments about the attractiveness, value and potential appreciation of the Fund’s investments may prove to be incorrect. Accordingly, there is no guarantee that the investment techniques used by the Fund’s managers will produce the desired results.

 

Fund Performance

 

The bar chart and table show the historical performance of the Fund’s shares and provide some indication of the risks of investing in the Fund. The bar chart shows the Fund’s total returns before taxes for the past year, while the table compares the Fund’s average annual total returns to the returns of a broad measure of market performance and an index of funds with similar investment objectives. Please keep in mind that past performance, before and after taxes, does not represent how the Fund will perform in the future. Investors may obtain updated performance information for the Fund at www.bmofundsus.com. LGM(HK) assumed its role as sub-adviser

of the Fund effective December 29, 2011. The performance results shown in the bar chart and table are from periods in which the Fund was managed by another sub-adviser. Prior to December 29, 2011, the Fund was known as the Marshall Emerging Markets Equity Fund.

 

Class Y—Annual Total Returns (calendar years 2009-2010)

 

LOGO

 

The return for the Class Y shares of the Fund from January 1, 2011 through September 30, 2011 was (26.46)%.

 

During the periods shown in the bar chart for the Fund:

 

    Quarter Ended      Returns  
Best quarter     6/30/2009         32.53
Worst quarter     6/30/2010         (10.10 )% 

 

Average Annual Total Returns through 12/31/10

 

     1 Year     Since
Commencement
of Operations
 
Class Y (Commencement of Operations 12/23/08)                 

Return Before Taxes

     19.20     41.90

Return After Taxes on Distributions

     17.49     40.03

Return After Taxes on Distributions and Sale of Fund Shares

     13.60     35.62
Class I (Commencement of Operations 12/23/08)                 

Return Before Taxes

     19.37     42.17
EMI (reflects no deduction for fees, expenses or taxes)      18.88     46.60
LEMI (reflects deduction of fees and no deduction for sales charges or taxes)      20.14     46.41

 

After-tax returns are calculated using the highest historical individual marginal federal income tax rates and do not reflect the effect of any applicable state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from

 

 

EQUITY FUNDS      25   


Table of Contents

 

 

BMO Lloyd George Emerging Markets Equity Fund (cont.)

 

 

those shown. After-tax returns shown are not relevant to investors holding shares through tax-deferred programs, such as IRAs or 401(k) plans. After-tax returns are shown only for Class Y, and after-tax returns for Class I will vary.

 

The Morgan Stanley Capital International Emerging Markets Index (EMI) is a market capitalization-weighted equity index of companies representative of the market structure of emerging countries in Europe, Latin America, Africa, Middle East and Asia.

 

The Lipper Emerging Markets Fund Index (LEMI) is an average of the 30 largest mutual funds in this Lipper category.

 

Management of the Fund

 

Adviser. M&I Investment Management Corp.

 

Sub-Adviser. Lloyd George Management (Hong Kong) Limited, an affiliate of the Adviser.

 

Portfolio Managers. Robert Lloyd George and Irina Hunter co-manage the Fund. Mr. Lloyd George, Chairman of LGM(HK) and LGM(HK)’s parent company, Lloyd George Management (B.V.I.) Limited (together with its subsidiaries “LGM”), has co-managed the Fund since December 2011 and founded LGM in 1991. Ms. Hunter, a portfolio manager at LGM(HK), has co-managed the Fund since December 2011.

 

Purchase and Sale of Fund Shares

 

Minimums. To open an account, your first investment must be at least $1,000 for Class Y shares and $2,000,000 for Class I shares. For Class Y, the minimum subsequent purchase amount is $50.

 

You may sell (redeem) your shares of the Fund on any day the New York Stock Exchange is open for business in one of the following methods, depending on the elections you made in your account application:

 

Phone. Call 1-800-236-FUND (3863).

 

Wire/Electronic Transfer. Upon written request sent to the address below under “Mail,” redemption proceeds can be directly deposited by Electronic Funds Transfer or wired to your previously designated domestic commercial bank.

 

Mail. Send a written request, indicating your name, the Fund name, your account number and the number of shares or the dollar amount you want to redeem, to: BMO Funds U.S. Services, P.O. Box 55931, Boston, MA 02205-5931.

 

Systematic Withdrawal Program. If your account balance is at least $10,000, you may have predetermined amounts of at least $100 withdrawn from your account on a monthly or quarterly basis.

 

BMO Funds Website. Go to www.bmofundsus.com.

Tax Information

 

The Fund intends to make distributions that are expected to be taxed primarily as capital gains for federal income tax purposes.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

 

26    EQUITY FUNDS


Table of Contents

 

BMO Pyrford Global Strategic Return Fund

 

 

Investment Objective:

 

To maximize total return.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

Shareholder Fees (fees paid directly from your investment)      Class Y         Class I   
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)      None         None   
Redemption Fee (as a percentage of amount redeemed, for shares held less than 30 days)      2.00%         2.00%   
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    
Management Fees      0.80%         0.80%   
Distribution (12b-1) Fees      None         None   
Other Expenses (1)      1.50%         1.25%   
Total Annual Fund Operating Expenses      2.30%         2.05%   
Fee Waiver and Expense Reimbursement (2)      1.06%         1.06%   
Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement (2)      1.24%         0.99%   

 

(1) “Other Expenses” are based on estimated amounts for the Fund’s current fiscal year because it is a new fund.

 

(2) M&I Investment Management Corp. (Adviser) has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business and Acquired Fund Fees and Expenses) from exceeding 1.24% for Class Y and 0.99% for Class I through December 29, 2012. The Adviser may not terminate this arrangement prior to December 29, 2012 unless the investment advisory agreement is terminated.

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are as shown in the table and remain the same. The costs in the one-year example and for the first year of

the three-year example reflect the Adviser’s agreement to waive fees and reimburse expenses through December 29, 2012. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:

 

     Class Y      Class I  
1 Year    $ 126       $ 101   
3 Years    $ 617       $ 540   

 

Portfolio Turnover

 

The Fund incurs transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.

 

Principal Investment Strategies

 

The Fund will invest primarily in investment-grade sovereign debt securities and equity securities. The Fund will normally invest at least 40% of its net assets in securities located outside the United States and will be diversified among at least three different countries. The Fund will invest primarily in securities that are principally traded on established global markets with a particular emphasis on issuers traded on established markets located in North America, Europe (including the UK) and the Asia Pacific Region (including Japan). Although the Fund may invest in companies across all market capitalizations, the Fund will invest primarily in companies that, at the time of purchase, have a minimum market capitalization of $500 million. The Fund may invest up to 20% of its net assets in emerging market countries and may hold up to 25% of its net assets in cash or cash equivalents. Equity securities in which the Fund may invest include common stocks, preferred stocks, warrants to purchase common stocks or preferred stocks, securities convertible into common or preferred stocks, American Depositary Receipts, European Depositary Receipts or other similar securities representing common stock of non-U.S. issuers. From time to time, the Fund may invest in exchange-traded funds.

 

In investing in investment-grade sovereign debt securities, the Fund will seek to add value through geographical allocations and duration decisions made by the sub-adviser on the basis of established fundamental value metrics (such as dividend yields, return on equity and P/E ratios). When equities offer poor value as an asset class, the weighting in equities will be low. When sovereign fixed income markets offer poor value and bond yields are expected to rise, short-duration sovereign bonds will be held due to their low price sensitivity to changes in yield levels. There is no restriction on what percentage of the Fund’s net assets may

 

 

BALANCED FUNDS      27   


Table of Contents

 

 

BMO Pyrford Global Strategic Return Fund (cont.)

 

 

be held in investment-grade sovereign debt securities. The Fund may invest up to 5% of its net assets in investment-grade non-sovereign debt securities.

 

The Fund’s sub-adviser is Pyrford International Ltd. (“Pyrford”). Pyrford will focus on capital preservation and fundamental analysis of asset classes and securities in an attempt to achieve total returns at least 400 basis points above the U.S. Consumer Price Index. A key factor in generating total returns is utilizing an investment approach designed to avoid negative returns when markets fall, through both strategic asset allocation among equities, sovereign debt securities and cash and investment selection on a global basis. Pyrford will seek to achieve significant downside protection by avoiding asset classes and securities that are perceived to be high risk on the basis of established fundamental value metrics (such as dividend yields, return on equity and P/E ratios). Because of Pyrford’s focus on capital preservation and downside protection, it is likely that the Fund will not fully participate in upside capture in the markets in which it invests.

 

Principal Risks

 

The Fund cannot assure that it will achieve its investment objective. An investment in the Fund is not a deposit of BMO Harris Bank, N.A. or any of its affiliates and is not insured or guaranteed by the FDIC or any other government agency. The net asset value of the Fund will vary and you could lose money by investing in the Fund. In addition, the Fund is subject to the following risks.

 

Stock Market Risks. The Fund is subject to fluctuations in the stock market, which has periods of increasing and decreasing values. Stocks are more volatile than debt securities. If the value of the Fund’s investments goes down, you may lose money.

 

Sector Risks. Companies with similar characteristics, such as those within the same industry, may be grouped together in broad categories called sectors. To the extent the Fund invests its assets in a particular sector, the Fund’s performance may be more susceptible to any economic, business or other developments that generally affect that sector.

 

Sovereign Debt Risk. Sovereign debt instruments are subject to the risk that a governmental entity may be unable to pay interest or repay principal on its sovereign debt due to cash flow problems, insufficient foreign currency reserves or political concerns. Financial markets have recently experienced increased volatility due to the uncertainty surrounding the sovereign debt of certain European countries.

 

Foreign Securities Risks. Investing in foreign securities may involve additional risks, including currency-rate fluctuations, political and economic instability, differences in financial reporting standards, less-strict regulation of the securities markets and

possible imposition of foreign withholding taxes. Furthermore, the Fund may incur higher costs and expenses when making foreign investments, which will affect the Fund’s total return.

 

Emerging Markets Risk. The risk that countries in emerging markets are generally more volatile and can have relatively unstable governments, social and legal systems that do not protect shareholders, economies based on only a few industries, and securities markets that trade a small number of issues.

 

Interest Rate Risks. Prices of fixed income securities rise and fall in response to changes in the interest rate paid by similar securities. Generally, when interest rates rise, prices of fixed income securities fall. Interest rate changes have a greater effect on the price of fixed income securities with longer maturities.

 

Income Risks. The Fund’s income could decline due to falling market interest rates. In a falling interest rate environment, the Fund may be required to invest its assets in lower-yielding securities.

 

Credit Risks. Credit risk is the possibility that an issuer or counterparty will default on a security or repurchase agreement by failing to pay interest or principal when due. If an issuer defaults, the Fund may lose money. Lower credit ratings correspond to higher credit risk. Bonds rated lower than BBB or Baa have speculative characteristics.

 

Liquidity Risks. Liquidity risk refers to the possibility that the Fund may not be able to sell or buy a security or close out an investment contract at a favorable price or time. Consequently, the Fund may have to accept a lower price to sell a security, sell other securities to raise cash or give up an investment opportunity, any of which could have a negative effect on the Fund’s performance. Infrequent trading of securities also may lead to an increase in their price volatility.

 

Small Company Risks. Generally, the smaller the market capitalization of a company, the fewer the number of shares traded daily, the less liquid its stock and the more volatile its price. Companies with smaller market capitalizations also tend to have unproven track records, a limited product or service base and limited access to capital. These factors also increase risks and make these companies more likely to fail than companies with larger market capitalizations.

 

Management Risks. Pyrford’s judgments about the attractiveness, value and potential appreciation of the Fund’s investments may prove to be incorrect. Accordingly, there is no guarantee that the investment techniques used by the Fund’s managers will produce the desired results.

 

Style Risks. Investments in value stocks are subject to the risk that their intrinsic values may never be realized by the market, that a stock judged to be undervalued may actually be appropriately priced, or that their prices may decline, even

 

 

28    BALANCED FUNDS


Table of Contents

 

 

BMO Pyrford Global Strategic Return Fund (cont.)

 

 

though in theory they are already undervalued. Value stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks (e.g., growth stocks).

 

Investments in Other Investment Companies Risks. The Fund may invest in securities issued by other investment companies, including exchange-traded funds. By investing in another investment company, there is a risk that the value of the underlying securities of the investment company may decrease. The Fund will also bear its proportionate share of the other investment company’s fees and expenses.

 

Fund Performance

 

Performance information is not included because the Fund does not have one full calendar year of performance.

 

Management of the Fund

 

Adviser. M&I Investment Management Corp.

 

Sub-Adviser. Pyrford International Ltd., an affiliate of the Adviser.

 

Portfolio Managers. Bruce Campbell, Tony Cousins, Paul Simons, Daniel McDonagh and Suhail Arain co-manage the Fund. Mr. Campbell is the lead portfolio manager but all members of the team share investment decision making responsibilities with respect to the Fund. Mr. Campbell, Investment Chairman at Pyrford, founded Pyrford in 1982 and has co-managed the Fund since its inception. Mr. Cousins, Chief Executive Officer and Chief Investment Officer at Pyrford, joined Pyrford in 1989 and has co-managed the Fund since its inception. Mr. Simons, Head of Portfolio Management, Asia Pacific at Pyrford, joined Pyrford in 1996 and has co-managed the Fund since its inception. Mr. McDonagh, Head of Portfolio Management, Europe/UK at Pyrford, joined Pyrford in 1997 and has co-managed the Fund since its inception. Mr. Arain, Portfolio Manager for North American Equities at Pyrford, joined Pyrford in 2008 and has co-managed the Fund since its inception.

 

Purchase and Sale of Fund Shares

 

Minimums. To open an account, your first investment must be at least $1,000 for Class Y shares and $2,000,000 for Class I shares. For Class Y, the minimum subsequent purchase amount is $50.

 

You may sell (redeem) your shares of the Fund on any day the New York Stock Exchange is open for business in one of the following methods, depending on the elections you made in your account application:

 

Phone. Call 1-800-236-FUND (3863).

 

Wire/Electronic Transfer. Upon written request sent to the address below under “Mail,” redemption proceeds can be directly deposited by Electronic Funds Transfer or wired to your previously designated domestic commercial bank.

Mail. Send a written request, indicating your name, the Fund name, your account number and the number of shares or the dollar amount you want to redeem, to: BMO Funds U.S. Services, P.O. Box 55931, Boston, MA 02205-5931.

 

Systematic Withdrawal Program. If your account balance is at least $10,000, you may have predetermined amounts of at least $100 withdrawn from your account on a monthly or quarterly basis.

 

BMO Funds Website. Go to www.bmofundsus.com.

 

Tax Information

 

The Fund intends to make distributions that may be taxed as ordinary income or capital gains for federal income tax purposes.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

 

BALANCED FUNDS      29   


Table of Contents

 

BMO Ultra Short Tax-Free Fund

 

 

Investment Objective:

 

To provide current income exempt from federal income tax consistent with the preservation of capital.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

Shareholder Fees (fees paid directly from your investment)      Class Y         Class I   
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)      None         None   
Redemption Fee (as a percentage of amount redeemed, for shares held less than 30 days)      2.00%         2.00%   
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    
Management Fees      0.20%         0.20%   
Distribution (12b-1) Fees      None         None   
Other Expenses (1)      0.45%         0.20%   
Acquired Fund Fees and Expenses (2)      0.01%         0.01%   
Total Annual Fund Operating Expenses      0.66%         0.41%   
Fee Waiver and Expense Reimbursement (3)      0.10%         0.10%   
Total Annual Fund Operating Expenses After Fee Waiver and Expense
Reimbursement
(3)
     0.56%         0.31%   

 

(1) The expense information in the fee table has been restated to reflect that effective September 1, 2011, the Fund entered into a new transfer agency agreement.

 

(2) Acquired Fund Fees and Expenses represent the pro rata expense indirectly incurred by the Fund as a result of its investment in other investment companies (each, an “Acquired Fund”). Total Annual Fund Operating Expenses shown will not correlate to the Fund’s ratios of expenses to average net assets appearing in the Financial Highlights tables, which do not include Acquired Fund Fees and Expenses.

 

(3) M&I Investment Management Corp. (Adviser) has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent class total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business and Acquired Fund Fees and Expenses) from exceeding 0.55% for Class Y and 0.30% for Class I through July 6, 2013. The Adviser may not terminate this arrangement prior to July 6, 2013 unless the investment advisory agreement is terminated.

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are as shown in the table and remain the same. The costs in the one-year example and for the first year of the three-, five-, and ten-year examples reflect the Adviser’s agreement to waive fees and reimburse expenses through July 6, 2013. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:

 

     Class Y      Class I  
1 Year    $ 57       $ 32   
3 Years    $ 201       $ 122   
5 Years    $ 358       $ 220   
10 Years    $ 813       $ 508   

 

Portfolio Turnover

 

The Fund incurs transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 148% of the average value of its portfolio.

 

Principal Investment Strategies

 

Under normal circumstances, the Fund invests at least 80% of its assets in municipal securities, the income from which is exempt from federal income tax (including the federal alternative minimum tax (AMT)). The Fund normally maintains an average dollar-weighted effective maturity of one year or less. Effective maturity takes into account the possibility that a bond may have prepayments or may be called by the issuer before its stated maturity date.

 

The Fund invests primarily in municipal securities within the investment grade category (i.e., rated BBB or Baa, or higher, or unrated and considered by the Adviser to be comparable in quality) at the time of purchase. The Fund also may invest up to 20% of its assets in municipal securities that are below investment grade (also known as high yield securities or “junk bonds”) rated BB or Ba or lower or unrated and considered by the Adviser

 

 

30    INCOME FUNDS


Table of Contents

 

 

BMO Ultra Short Tax-Free Fund (cont.)

 

 

to be comparable in quality at the time of purchase. Municipal securities include fixed and floating rate debt obligations of states, territories and possessions of the U.S. and political subdivisions and financing authorities of these entities that provide income exempt from federal income tax (including federal AMT). Fund investments are selected after assessing factors such as the cyclical trend in interest rates, the shape of the municipal yield curve, tax rates, sector valuation and municipal bond supply factors.

 

Principal Risks

 

The Fund cannot assure that it will achieve its investment objective. An investment in the Fund is not a deposit of BMO Harris Bank N.A. or any of its affiliates and is not insured or guaranteed by the FDIC or any other government agency. The net asset value (NAV) of the Fund will vary and you could lose money by investing in the Fund. In addition, the Fund is subject to the following risks.

 

Interest Rate Risk. Prices of fixed income securities rise and fall in response to changes in the interest rate paid by similar securities. Generally, when interest rates rise, prices of fixed income securities fall. Interest rate changes have a greater effect on the price of fixed income securities with longer maturities.

 

Credit Risk. Credit risk is the possibility that an issuer will default on a security by failing to pay interest or principal when due. If an issuer defaults, the Fund may lose money. Lower credit ratings correspond to higher credit risk. Bonds rated lower than BBB or Baa have speculative characteristics.

 

Call Risk. If the securities in which the Fund invests are redeemed by the issuer before maturity (or “called”), the Fund may have to reinvest the proceeds in securities that pay a lower interest rate, which may decrease the Fund’s yield. This will most likely happen when interest rates are declining.

 

Liquidity Risk. Liquidity risk refers to the possibility that the Fund may not be able to sell or buy a security or close out an investment contract at a favorable price or time. Consequently, the Fund may have to accept a lower price to sell a security, sell other securities to raise cash or give up an investment opportunity, any of which could have a negative effect on the Fund’s performance. Infrequent trading of securities also may lead to an increase in their price volatility.

 

Municipal Securities Risk. Municipal bonds are subject to risks based on many factors, including economic and regulatory developments, changes or proposed changes in the federal and state tax structure, deregulation, court rulings and other factors. The value of municipal securities may be affected more by supply and demand factors or the creditworthiness of the issuer than by market interest rates. Repayment of municipal securities depends on the ability of the issuer or project backing such

securities to generate taxes or revenues. There is a risk that the interest on an otherwise tax-exempt municipal security may be subject to federal income tax.

 

High Yield Securities Risks. High yield securities, also referred to as “junk bonds” or non-investment grade securities, are debt securities rated lower than BBB by Standard & Poor’s or Baa by Moody’s Investors Service. These securities tend to be more sensitive to economic conditions than are higher-rated securities, generally involve more credit risk than securities in the higher-rated categories and are predominantly considered to be speculative. The issuers of high yield securities are typically more leveraged, and the risk of loss due to default by an issuer of high yield securities is significantly greater than issuers of higher-rated securities because such securities are generally unsecured and are often subordinated to other creditors. The Fund may have difficulty disposing of certain high yield securities because there may be a thin trading market for such securities.

 

Management Risk. The Adviser’s judgments about the attractiveness, value and potential appreciation of the Fund’s investments may prove to be incorrect. Accordingly, there is no guarantee that the investment techniques used by the Fund’s managers will produce the desired results.

 

Sector Risks. The Fund may invest its assets in municipal securities that finance similar projects, such as those relating to education, health care, transportation and utilities. To the extent the Fund invests its assets in a particular sector, the Fund’s performance may be more susceptible to any economic, business or other developments that generally affect that sector.

 

Investments in Other Investment Companies Risks. The Fund may invest in securities issued by other investment companies, including exchange-traded funds. By investing in another investment company, there is a risk that the value of the underlying securities of the investment company may decrease. The Fund will also bear its proportionate share of the other investment company’s fees and expenses.

 

Portfolio Turnover Risks. A high portfolio rate (100% or more) may result in the realization and distribution to shareholders of a greater amount of capital gains than if the Fund had a low portfolio turnover rate. Therefore, you may have higher tax liability. High portfolio turnover may also result in higher transaction costs, which may negatively affect Fund performance.

 

Fund Performance

 

The bar chart and table show the historical performance of the Fund’s shares and provide some indication of the risks of investing in the Fund. The bar chart shows how the Fund’s total returns before taxes have varied from year to year, while the table compares the Fund’s average annual total returns to the returns of a broad measure of market performance and an index

 

 

INCOME FUNDS      31   


Table of Contents

 

 

BMO Ultra Short Tax-Free Fund (cont.)

 

 

of funds with similar investment objectives. Please keep in mind that past performance, before and after taxes, does not represent how the Fund will perform in the future. Investors may obtain updated performance information for the Fund at www.bmofundsus.com.

 

Class Y—Annual Total Returns (calendar year 2010)

 

LOGO

 

The return for the Class Y shares of the Fund from January 1, 2011 through September 30, 2011 was 1.29%.

 

During the periods shown in the bar chart for the Fund:

 

    Quarter Ended      Returns  
Best quarter     9/30/2010         0.54
Worst quarter     12/31/2010         0.05

 

Average Annual Total Returns through 12/31/10

 

     1 Year     Since
Commencement
of Operations
 
Class Y (Commencement of Operations 10/01/09)                 

Return Before Taxes

     1.40     1.57

Return After Taxes on Distributions

     1.39     1.57

Return After Taxes on Distributions and Sale of Fund Shares

     1.36     1.52
Class I (Commencement of Operations 10/01/09)                 

Return Before Taxes

     1.75     1.83
Blended Benchmark (reflects no deduction for fees, expenses or taxes) *      0.60     0.90
LSMDI (reflects deduction of fees and no deduction for sales charges or taxes)      1.27     1.71

 

* The benchmark for the Fund is a blended benchmark, which consists of 50% Barclays Capital 1-Year Municipal Bond Index (BMB 1) and 50% iMoneyNet Money Fund Tax Free National Retail Index (IMNTFNR).

After-tax returns are calculated using the highest historical individual marginal federal income tax rates and do not reflect the effect of any applicable state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors holding shares through tax-deferred programs, such as IRAs or 401(k) plans. After-tax returns are shown only for Class Y, and after-tax returns for Class I will vary.

 

The Barclays Capital 1-Year Municipal Bond Index (BMB 1) is the 1-year component of the Barclays Capital Municipal Bond Index, which is an unmanaged index composed of long-term tax-exempt bonds with a minimum credit rating of Baa.

 

The iMoneyNet Money Fund Report Tax-Free National Retail Index (IMNTFNR) is an average of money funds with investment objectives similar to that of the Fund.

 

The Lipper Short Municipal Debt Fund Index (LSMDI) is an average of the 30 largest mutual funds in this Lipper category.

 

Management of the Fund

 

Adviser. M&I Investment Management Corp.

 

Portfolio Managers. Craig J. Mauermann and Duane A. McAllister co-manage the Fund. Mr. Mauermann, a Vice President and a Portfolio Manager of the Adviser, has co-managed the Fund since its inception in October 2009 and has been employed by the Adviser since 2004. Mr. McAllister, a Vice President and a Portfolio Manager of the Adviser, has co-managed the Fund since its inception in October 2009 and has been employed by the Adviser since 2007.

 

Purchase and Sale of Fund Shares

 

Minimums. To open an account, your first investment must be at least $1,000 for Class Y shares and $2 million for Class I shares. For Class Y, the minimum subsequent purchase amount is $50.

 

You may sell (redeem) your shares of the Fund on any day the New York Stock Exchange is open for business in one of the following methods, depending on the elections you made in your account application:

 

Phone. Call 1-800-236-FUND (3863).

 

Wire/Electronic Transfer. Upon written request sent to the address below under “Mail,” redemption proceeds can be directly deposited by Electronic Funds Transfer or wired to your previously designated domestic commercial bank.

 

Mail. Send a written request, indicating your name, the Fund name, your account number and the number of shares or the dollar amount you want to redeem, to: BMO Funds U.S. Services, P.O. Box 55931, Boston, MA 02205-5931.

 

 

32    INCOME FUNDS


Table of Contents

 

 

BMO Ultra Short Tax-Free Fund (cont.)

 

 

 

Systematic Withdrawal Program. If your account balance is at least $10,000, you may have predetermined amounts of at least $100 withdrawn from your account on a monthly or quarterly basis.

 

BMO Funds Website. Go to www.bmofundsus.com.

 

Tax Information

 

The Fund intends to distribute income exempt from federal income tax; however, a portion of the Fund’s distributions may be subject to federal income tax.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

INCOME FUNDS      33   


Table of Contents

 

BMO Short-Term Income Fund

 

 

Investment Objective:

 

To maximize total return consistent with current income.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

Shareholder Fees (fees paid directly from your investment)      Class Y         Class I   
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)      None         None   
Redemption Fee (as a percentage of amount redeemed, for shares held less than 30 days)      2.00%         2.00%   
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    
Management Fees      0.20%         0.20%   
Distribution (12b-1) Fees      None         None   
Other Expenses (1)      0.57%         0.32%   
Acquired Fund Fees and Expenses (2)      0.04%         0.04%   
Total Annual Fund Operating Expenses      0.81%         0.56%   
Fee Waiver and Expense Reimbursement (3)      0.17%         0.17%   
Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement (3)      0.64%         0.39%   

 

(1) The expense information in the fee table has been restated to reflect that effective September 1, 2011, the Fund entered into a new transfer agency agreement.

 

(2) Acquired Fund Fees and Expenses represent the pro rata expense indirectly incurred by the Fund as a result of its investment in other investment companies (each, an “Acquired Fund”). Total Annual Fund Operating Expenses shown will not correlate to the Fund’s ratios of expenses to average net assets appearing in the Financial Highlights tables, which do not include Acquired Fund Fees and Expenses.

 

(3) M&I Investment Management Corp. (Adviser) has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent class total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business and Acquired Fund Fees and Expenses) from exceeding 0.60% for Class Y and 0.35% for Class I through July 6, 2013. The Adviser may not terminate this arrangement prior to July 6, 2013 unless the investment advisory agreement is terminated.

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are as shown in the table and remain the same. The costs in the one-year example and for the first year of the three-, five-, and ten-year examples reflect the Adviser’s agreement to waive fees and reimburse expenses through July 6, 2013. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:

 

     Class Y      Class I  
1 Year    $ 65       $ 40   
3 Years    $ 242       $ 162   
5 Years    $ 433       $ 296   
10 Years    $ 986       $ 685   

 

Portfolio Turnover

 

The Fund incurs transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 114% of the average value of its portfolio.

 

Principal Investment Strategies

 

The Fund invests at least 80% of its assets in fixed income securities. Fund investments include corporate, asset-backed and mortgage-backed securities with a minimum rating in the lowest investment grade category (i.e., rated BBB or Baa, or higher, or unrated and considered by the Adviser to be comparable in quality) at the time of purchase and bank instruments, repurchase agreements and U.S. government securities. In addition, the Fund may invest in securities issued by other investment companies that in turn invest in bonds and other financial instruments (including securities with credit ratings below investment grade, commonly known as high-yield securities or “junk bonds”). The Adviser changes the Fund’s weightings in these sectors as it deems appropriate and uses macroeconomic, credit and market analysis to select portfolio securities. The Fund normally maintains an average dollar-weighted effective maturity of six months to three years. Effective maturity takes into account the possibility that a bond may have prepayments or may be called by the issuer before its stated maturity date.

 

 

34    INCOME FUNDS


Table of Contents

 

 

BMO Short-Term Income Fund (cont.)

 

 

 

Principal Risks

 

The Fund cannot assure that it will achieve its investment objective. An investment in the Fund is not a deposit of BMO Harris Bank N.A. or any of its affiliates and is not insured or guaranteed by the FDIC or any other government agency. The net asset value of the Fund will vary and you could lose money by investing in the Fund. In addition, the Fund is subject to the following risks.

 

Interest Rate Risks. Prices of fixed income securities rise and fall in response to changes in the interest rate paid by similar securities. Generally, when interest rates rise, prices of fixed income securities fall. Interest rate changes have a greater effect on the price of fixed income securities with longer maturities.

 

Credit Risks. Credit risk is the possibility that an issuer or counterparty will default on a security or repurchase agreement by failing to pay interest or principal when due. If an issuer defaults, the Fund may lose money. Lower credit ratings correspond to higher credit risk. Bonds rated lower than BBB or Baa have speculative characteristics.

 

Call Risks. If the securities in which the Fund invests are redeemed by the issuer before maturity (or “called”), the Fund may have to reinvest the proceeds in securities that pay a lower interest rate, which may decrease the Fund’s yield. This will most likely happen when interest rates are declining.

 

Liquidity Risks. Liquidity risk refers to the possibility that the Fund may not be able to sell or buy a security or close out an investment contract at a favorable price or time. Consequently, the Fund may have to accept a lower price to sell a security, sell other securities to raise cash or give up an investment opportunity, any of which could have a negative effect on the Fund’s performance. Infrequent trading of securities also may lead to an increase in their price volatility.

 

Asset-Backed/Mortgage-Backed Securities Risks. Asset-backed and mortgage-backed securities are subject to risks of prepayment. The Fund’s yield will be reduced if cash from prepaid securities is reinvested in securities with lower interest rates. The risk of prepayment also may decrease the value of mortgage-backed securities. Asset-backed securities may have a higher level of default and recovery risk than mortgage-backed securities. Both of these types of securities may decline in value because of mortgage foreclosures or defaults on the underlying obligations. Credit risk is greater for mortgage-backed securities that are subordinate to another security.

 

Government Obligations Risks. No assurance can be given that the U.S. government will provide financial support to U.S. government-sponsored agencies or instrumentalities where it is not obligated to do so by law. As a result, there is risk that these entities will default on a financial obligation.

Management Risks. The Adviser’s judgments about the attractiveness, value and potential appreciation of the Fund’s investments may prove to be incorrect. Accordingly, there is no guarantee that the investment techniques used by the Fund’s manager will produce the desired results.

 

Investments in Other Investment Companies Risks. The Fund may invest in securities issued by other investment companies, including exchange-traded funds. By investing in another investment company, there is a risk that the value of the underlying securities of the investment company may decrease. The Fund will also bear its proportionate share of the other investment company’s fees and expenses.

 

High Yield Securities Risks. High yield securities, also referred to as “junk bonds” or non-investment grade securities, are debt securities rated lower than BBB by Standard & Poor’s or Baa by Moody’s Investors Service. These securities tend to be more sensitive to economic conditions than are higher-rated securities, generally involve more credit risk than securities in the higher-rated categories and are predominantly considered to be speculative. The issuers of high yield securities are typically more leveraged, and the risk of loss due to default by an issuer of high yield securities is significantly greater than issuers of higher-rated securities because such securities are generally unsecured and are often subordinated to other creditors. The Fund may have difficulty disposing of certain high yield securities because there may be a thin trading market for such securities.

 

Portfolio Turnover Risks. A high portfolio rate (100% or more) may result in the realization and distribution to shareholders of a greater amount of capital gains than if the Fund had a low portfolio turnover rate. Therefore, you may have higher tax liability. High portfolio turnover may also result in higher transaction costs, which may negatively affect Fund performance.

 

Fund Performance

 

The bar chart and table show the historical performance of the Fund’s shares and provide some indication of the risks of investing in the Fund. The bar chart shows how the Fund’s total returns before taxes have varied from year to year, while the table compares the Fund’s average annual total returns to the returns of a broad measure of market performance and an index of funds with similar investment objectives. Please keep in mind that past performance, before and after taxes, does not represent how the Fund will perform in the future. Investors may obtain updated performance information for the Fund at www.bmofundsus.com.

 

 

INCOME FUNDS      35   


Table of Contents

 

 

BMO Short-Term Income Fund (cont.)

 

 

 

Class Y—Annual Total Returns (calendar years 2001-2010)

 

LOGO

 

The return for the Class Y shares of the Fund from January 1, 2011 through September 30, 2011 was 1.09%.

 

During the periods shown in the bar chart for the Fund:

 

    Quarter Ended      Returns  
Best quarter     6/30/2009         4.02
Worst quarter     9/30/2008         (2.68 )% 

 

Average Annual Total Returns through 12/31/10

 

     1 Year     5 Year     10 Year/Since
Commencement
of Operations
 
Class Y                         

Return Before Taxes

     5.49     4.79     4.20

Return After Taxes on Distributions

     4.49     3.37     2.66

Return After Taxes on Distributions and Sale of Fund Shares

     3.56     3.25     2.65
Class I (Commencement of Operations 6/1/07)                         

Return Before Taxes

     5.75     N/A        5.03
ML 1-3 ( reflects no deduction for fees, expenses or taxes)      2.82     4.49     4.27
LSTIDI (reflects deduction of fees and no deduction for sales charges or taxes)      4.55     3.77     3.64

 

After-tax returns are calculated using the highest historical individual marginal federal income tax rates and do not reflect the effect of any applicable state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors holding shares through tax-deferred programs, such as IRAs or 401(k) plans. After-tax returns are shown only for Class Y, and after-tax returns for Class I will vary.

The BofA Merrill Lynch 1-3 Year U.S. Government/Corporate Index (ML1-3) is an index tracking short-term U.S. government and corporate securities with maturities between 1 and 2.99 years. ML1-3 is produced by Merrill Lynch Pierce Fenner & Smith.

 

The Lipper Short-Term Investment Grade Debt Funds Index (LSTIDI) is an average of the 30 largest mutual funds in this Lipper category.

 

Management of the Fund

 

Adviser. M&I Investment Management Corp.

 

Portfolio Manager. Vincent S. Russo, a Vice President and a Portfolio Manager of the Adviser, has managed the Fund since April 2010 and has been employed by the Adviser since January 2002.

 

Purchase and Sale of Fund Shares

 

Minimums. To open an account, your first investment must be at least $1,000 for Class Y shares and $2 million for Class I shares. For Class Y, the minimum subsequent purchase amount is $50.

 

You may sell (redeem) your shares of the Fund on any day the New York Stock Exchange is open for business in one of the following methods, depending on the elections you made in your account application:

 

Phone. Call 1-800-236-FUND (3863).

 

Wire/Electronic Transfer. Upon written request sent to the address below under “Mail,” redemption proceeds can be directly deposited by Electronic Funds Transfer or wired to your previously designated domestic commercial bank.

 

Mail. Send a written request, indicating your name, the Fund name, your account number and the number of shares or the dollar amount you want to redeem, to: BMO Funds U.S. Services, P.O. Box 55931, Boston, MA 02205-5931.

 

Systematic Withdrawal Program. If your account balance is at least $10,000, you may have predetermined amounts of at least $100 withdrawn from your account on a monthly or quarterly basis.

 

BMO Funds Website. Go to www.bmofundsus.com.

 

Tax Information

 

The Fund intends to make distributions that are expected to be taxed primarily as ordinary income for federal income tax purposes.

 

 

36    INCOME FUNDS


Table of Contents

 

 

BMO Short-Term Income Fund (cont.)

 

 

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

 

INCOME FUNDS      37   


Table of Contents

 

BMO Short-Intermediate Bond Fund

 

 

Investment Objective:

 

To maximize total return consistent with current income.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

Shareholder Fees (fees paid directly from your investment)      Class Y         Class I   
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)      None         None   
Redemption Fee (as a percentage of amount redeemed, for shares held less than 30 days)      2.00%         2.00%   
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    
Management Fees      0.40%         0.40%   
Distribution (12b-1) Fees      None         None   
Other Expenses (1)      0.52%         0.27%   
Total Annual Fund Operating Expenses      0.92%         0.67%   
Fee Waiver and Expense Reimbursement (2)      0.12%         0.12%   
Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement (2)      0.80%         0.55%   

 

(1) The expense information in the fee table has been restated to reflect that effective September 1, 2011, the Fund entered into a new transfer agency agreement.

 

(2) M&I Investment Management Corp. (Adviser) has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent class total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business and Acquired Fund Fees and Expenses) from exceeding 0.80% for Class Y and 0.55% for Class I through July 6, 2013. The Adviser may not terminate this arrangement prior to July 6, 2013 unless the investment advisory agreement is terminated.

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are as shown in the table and remain the same. The costs in the one-year example and for the first year of

the three-, five-, and ten-year examples reflect the Adviser’s agreement to waive fees and reimburse expenses through July 6, 2013. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:

 

     Class Y      Class I  
1 Year    $ 82       $ 56   
3 Years    $ 281       $ 202   
5 Years    $ 498       $ 361   
10 Years    $ 1,120       $ 823   

 

Portfolio Turnover

 

The Fund incurs transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 445% of the average value of its portfolio.

 

Principal Investment Strategies

 

The Fund invests at least 80% of its assets in bonds. Fund investments include corporate, asset-backed and mortgage-backed securities with a minimum rating in the lowest investment grade category (i.e., rated BBB or Baa, or higher, or unrated and considered by the Adviser to be comparable in quality) at the time of purchase and repurchase agreements and U.S. government securities. The Adviser changes the Fund’s weightings in these sectors as it deems appropriate and uses macroeconomic, credit and market analysis to select portfolio securities. The Fund normally maintains an average dollar-weighted effective maturity of two to eight years. Effective maturity takes into account the possibility that a bond may have prepayments or may be called by the issuer before its stated maturity date.

 

Principal Risks

 

The Fund cannot assure that it will achieve its investment objective. An investment in the Fund is not a deposit of BMO Harris Bank N.A. or any of its affiliates and is not insured or guaranteed by the FDIC or any other government agency. The net asset value of the Fund will vary and you could lose money by investing in the Fund. In addition, the Fund is subject to the following risks.

 

Interest Rate Risks. Prices of fixed income securities rise and fall in response to changes in the interest rate paid by similar securities. Generally, when interest rates rise, prices of fixed income securities fall. Interest rate changes have a greater effect on the price of fixed income securities with longer maturities.

 

 

38    INCOME FUNDS


Table of Contents

 

 

BMO Short-Intermediate Bond Fund (cont.)

 

 

 

Credit Risks. Credit risk is the possibility that an issuer or counterparty will default on a security or repurchase agreement by failing to pay interest or principal when due. If an issuer defaults, the Fund may lose money. Lower credit ratings correspond to higher credit risk. Bonds rated lower than BBB or Baa have speculative characteristics.

 

Call Risks. If the securities in which the Fund invests are redeemed by the issuer before maturity (or “called”), the Fund may have to reinvest the proceeds in securities that pay a lower interest rate, which may decrease the Fund’s yield. This will most likely happen when interest rates are declining.

 

Liquidity Risks. Liquidity risk refers to the possibility that the Fund may not be able to sell or buy a security or close out an investment contract at a favorable price or time. Consequently, the Fund may have to accept a lower price to sell a security, sell other securities to raise cash or give up an investment opportunity, any of which could have a negative effect on the Fund’s performance. Infrequent trading of securities also may lead to an increase in their price volatility.

 

Asset-Backed/Mortgage-Backed Securities Risks. Asset-backed and mortgage-backed securities are subject to risks of prepayment. The Fund’s yield will be reduced if cash from prepaid securities is reinvested in securities with lower interest rates. The risk of prepayment also may decrease the value of mortgage-backed securities. Asset-backed securities may have a higher level of default and recovery risk than mortgage-backed securities. Both of these types of securities may decline in value because of mortgage foreclosures or defaults on the underlying obligations. Credit risk is greater for mortgage-backed securities that are subordinate to another security.

 

Government Obligations Risks. No assurance can be given that the U.S. government will provide financial support to U.S. government-sponsored agencies or instrumentalities where it is not obligated to do so by law. As a result, there is risk that these entities will default on a financial obligation.

 

Management Risks. The Adviser’s judgments about the attractiveness, value and potential appreciation of the Fund’s investments may prove to be incorrect. Accordingly, there is no guarantee that the investment techniques used by the Fund’s manager will produce the desired results.

 

Portfolio Turnover Risks. A high portfolio rate (100% or more) may result in the realization and distribution to shareholders of a greater amount of capital gains than if the Fund had a low portfolio turnover rate. Therefore, you may have higher tax liability. High portfolio turnover may also result in higher transaction costs, which may negatively affect Fund performance.

Fund Performance

 

The bar chart and table show the historical performance of the Fund’s shares and provide some indication of the risks of investing in the Fund. The bar chart shows how the Fund’s total returns before taxes have varied from year to year, while the table compares the Fund’s average annual total returns to the returns of a broad measure of market performance and an index of funds with similar investment objectives. Please keep in mind that past performance, before and after taxes, does not represent how the Fund will perform in the future. Investors may obtain updated performance information for the Fund at www.bmofundsus.com.

 

Class Y—Annual Total Returns (calendar years 2001-2010)

 

LOGO

 

The return for the Class Y shares of the Fund from January 1, 2011 through September 30, 2011 was 4.05%.

 

During the periods shown in the bar chart for the Fund:

 

    Quarter Ended      Returns  
Best quarter     6/30/2009         17.52
Worst quarter     12/31/2008         (7.76 )% 
 

 

INCOME FUNDS      39   


Table of Contents

 

 

BMO Short-Intermediate Bond Fund (cont.)

 

 

 

Average Annual Total Returns through 12/31/10

 

     1 Year     5 Year     10 Year/Since
Commencement
of Operations
 
Class Y                         

Return Before Taxes

     8.01     5.43     5.06

Return After Taxes on Distributions

     7.32     3.92     3.42

Return After Taxes on Distributions and Sale of Fund Shares

     5.20     3.73     3.33
Class I (Commencement of Operations 6/1/07)                         

Return Before Taxes

     8.28     N/A        6.29
BGCI (reflects no deduction for fees, expenses or taxes)      5.89     5.53     5.51
LSIDF (reflects deduction of fees and no deduction for sales charges or taxes)      5.86     4.81     4.67

 

After-tax returns are calculated using the highest historical individual marginal federal income tax rates and do not reflect the effect of any applicable state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors holding shares through tax-deferred programs, such as IRAs or 401(k) plans. After-tax returns are shown only for Class Y, and after-tax returns for Class I will vary.

 

The Barclays Intermediate Governmental/Credit Index (BGCI) is an index comprised of government and corporate bonds rated BBB or higher with maturities between one and ten years.

 

The Lipper Short-Intermediate Investment Grade Debt Funds Index (LSIDF) is an average of the 30 largest mutual funds in this Lipper category.

 

Management of the Fund

 

Adviser. M&I Investment Management Corp.

 

Portfolio Manager. Jason D. Weiner, a Vice President and a Portfolio Manager of the Adviser, has managed the Fund since October 2001 and has been employed by the Adviser since 1993.

Purchase and Sale of Fund Shares

 

Minimums. To open an account, your first investment must be at least $1,000 for Class Y shares and $2 million for Class I shares. For Class Y, the minimum subsequent purchase amount is $50.

 

You may sell (redeem) your shares of the Fund on any day the New York Stock Exchange is open for business in one of the following methods, depending on the elections you made in your account application:

 

Phone. Call 1-800-236-FUND (3863).

 

Wire/Electronic Transfer. Upon written request sent to the address below under “Mail,” redemption proceeds can be directly deposited by Electronic Funds Transfer or wired to your previously designated domestic commercial bank.

 

Mail. Send a written request, indicating your name, the Fund name, your account number and the number of shares or the dollar amount you want to redeem, to: BMO Funds U.S. Services, P.O. Box 55931, Boston, MA 02205-5931.

 

Systematic Withdrawal Program. If your account balance is at least $10,000, you may have predetermined amounts of at least $100 withdrawn from your account on a monthly or quarterly basis.

 

BMO Funds Website. Go to www.bmofundsus.com.

 

Tax Information

 

The Fund intends to make distributions that are expected to be taxed primarily as ordinary income for federal income tax purposes.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

 

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BMO Intermediate Tax-Free Fund

 

 

Investment Objective:

 

To provide a high level of current income that is exempt from federal income tax and is consistent with preservation of capital.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

Shareholder Fees (fees paid directly from your investment)      Class Y         Class I   
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)      None         None   
Redemption Fee (as a percentage of amount redeemed, for shares held less than 30 days)      2.00%         2.00%   
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    
Management Fees      0.30%         0.30%   
Distribution (12b-1) Fees      None         None   
Other Expenses (1)      0.47%         0.22%   
Acquired Fund Fees and Expenses (2)      0.01%         0.01%   
Total Annual Fund Operating Expenses      0.78%         0.53%   
Fee Waiver and Expense Reimbursement (3)      0.22%         0.02%   
Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement (3)      0.56%         0.51%   

 

(1) The expense information in the fee table has been restated to reflect that effective September 1, 2011, the Fund entered into a new transfer agency agreement.

 

(2) Acquired Fund Fees and Expenses represent the pro rata expense indirectly incurred by the Fund as a result of its investment in other investment companies (each, an “Acquired Fund”). Total Annual Fund Operating Expenses shown will not correlate to the Fund’s ratios of expenses to average net assets appearing in the Financial Highlights tables, which do not include Acquired Fund Fees and Expenses.

 

(3) M&I Investment Management Corp. (Adviser) has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent class total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business and Acquired Fund Fees and Expenses) from exceeding 0.55% for Class Y and 0.50% for Class I through July 6, 2013. The Adviser may not terminate this arrangement prior to July 6, 2013 unless the investment advisory agreement is terminated.

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are as shown in the table and remain the same. The costs in the one-year example and for the first year of the three-, five-, and ten-year examples reflect the Adviser’s agreement to waive fees and reimburse expenses through July 6, 2013. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:

 

     Class Y      Class I  
1 Year    $ 57       $ 52   
3 Years    $ 227       $ 168   
5 Years    $ 412       $ 294   
10 Years    $ 946       $ 663   

 

Portfolio Turnover

 

The Fund incurs transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 59% of the average value of its portfolio.

 

Principal Investment Strategies

 

The Fund invests at least 80% of its assets in municipal securities, the income from which is exempt from federal income tax (including the federal alternative minimum tax (AMT)). Fund investments include municipal securities with a minimum rating in the lowest investment grade category (i.e., rated BBB or Baa, or higher, or unrated and considered by the Adviser to be comparable in quality) at the time of purchase. Municipal securities include debt obligations of states, territories and possessions of the U.S. and political subdivisions and financing authorities of these entities that provide income exempt from federal income tax (including federal AMT). The Adviser selects Fund investments after assessing factors such as the cyclical trend in interest rates, the shape of the municipal yield curve, tax rates, sector valuation and municipal bond supply factors. The Fund normally maintains an average dollar-weighted effective maturity of three to ten years. Effective maturity takes into account the possibility that a bond may have prepayments or may be called by the issuer before its stated maturity date.

 

 

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BMO Intermediate Tax-Free Fund (cont.)

 

 

 

Principal Risks

 

The Fund cannot assure that it will achieve its investment objective. An investment in the Fund is not a deposit of BMO Harris Bank N.A. or any of its affiliates and is not insured or guaranteed by the FDIC or any other government agency. The net asset value of the Fund will vary and you could lose money by investing in the Fund. In addition, the Fund is subject to the following risks.

 

Interest Rate Risks. Prices of fixed income securities rise and fall in response to changes in the interest rate paid by similar securities. Generally, when interest rates rise, prices of fixed income securities fall. Interest rate changes have a greater effect on the price of fixed income securities with longer maturities.

 

Credit Risks. Credit risk is the possibility that an issuer will default on a security by failing to pay interest or principal when due. If an issuer defaults, the Fund may lose money. Lower credit ratings correspond to higher credit risk. Bonds rated lower than BBB or Baa have speculative characteristics.

 

Call Risks. If the securities in which the Fund invests are redeemed by the issuer before maturity (or “called”), the Fund may have to reinvest the proceeds in securities that pay a lower interest rate, which may decrease the Fund’s yield. This will most likely happen when interest rates are declining.

 

Liquidity Risks. Liquidity risk refers to the possibility that the Fund may not be able to sell or buy a security or close out an investment contract at a favorable price or time. Consequently, the Fund may have to accept a lower price to sell a security, sell other securities to raise cash or give up an investment opportunity, any of which could have a negative effect on the Fund’s performance. Infrequent trading of securities also may lead to an increase in their price volatility.

 

Municipal Securities Risks. Municipal bonds are subject to risks based on many factors, including economic and regulatory developments, changes or proposed changes in the federal and state tax structure, deregulation, court rulings and other factors. The value of municipal securities may be affected more by supply and demand factors or the creditworthiness of the issuer than by market interest rates. Repayment of municipal securities depends on the ability of the issuer or project backing such securities to generate taxes or revenues. There is a risk that the interest on an otherwise tax-exempt municipal security may be subject to federal income tax.

 

Management Risks. The Adviser’s judgments about the attractiveness, value and potential appreciation of the Fund’s investments may prove to be incorrect. Accordingly, there is no guarantee that the investment techniques used by the Fund’s managers will produce the desired results.

Sector Risks. The Fund may invest its assets in municipal securities that finance similar projects, such as those relating to education, health care, transportation and utilities. To the extent the Fund invests its assets in a particular sector, the Fund’s performance may be more susceptible to any economic, business or other developments that generally affect that sector.

 

Investments in Other Investment Companies Risks. The Fund may invest in securities issued by other investment companies, including exchange-traded funds. By investing in another investment company, there is a risk that the value of the underlying securities of the investment company may decrease. The Fund will also bear its proportionate share of the other investment company’s fees and expenses.

 

Fund Performance

 

The bar chart and table show the historical performance of the Fund’s shares and provide some indication of the risks of investing in the Fund. The bar chart shows how the Fund’s total returns before taxes have varied from year to year, while the table compares the Fund’s average annual total returns to the returns of a broad measure of market performance and an index of funds with similar investment objectives. Performance information for Class I shares is not shown because the Class does not have a full calendar year of performance. Please keep in mind that past performance, before and after taxes, does not represent how the Fund will perform in the future. Investors may obtain updated performance information for the Fund at www.bmofundsus.com.

 

Class Y—Annual Total Returns (calendar years 2001-2010)

 

LOGO

 

The return for the Class Y shares of the Fund from January 1, 2011 through September 30, 2011 was 6.89%.

 

During the periods shown in the bar chart for the Fund:

 

    Quarter Ended      Returns  
Best quarter     9/30/2009         5.58
Worst quarter     12/31/2010         (3.16 )% 
 

 

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BMO Intermediate Tax-Free Fund (cont.)

 

 

 

Average Annual Total Returns through 12/31/10

 

     1 Year     5 Year     10 Year/Since
Commencement
of Operations
 
Class Y                         

Return Before Taxes

     3.04     4.80     4.48

Return After Taxes on Distributions

     2.96     4.71     4.40

Return After Taxes on Distributions and Sale of Fund Shares

     3.25     4.61     4.36
Class I (Commencement of Operations 12/28/10)                         

Return Before Taxes

     N/A        N/A        N/A   
BMB 1-15 (reflects no deduction for fees, expenses or taxes)      2.97     4.55     4.78
LIMDI (reflects deduction of fees and no deduction for sales charges or taxes)      2.42     3.62     4.04

 

After-tax returns are calculated using the highest historical individual marginal federal income tax rates and do not reflect the effect of any applicable state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors holding shares through tax-deferred programs, such as IRAs or 401(k) plans. After-tax returns are shown only for Class Y, and after-tax returns for Class I will vary.

 

The Barclays Capital Municipal Bond 1-15 Year Blend Index (BMB 1-15) is the 1-15 year Blend component of the Barclays Capital Municipal Bond Index, which is an unmanaged index composed of long-term tax-exempt bonds with a minimum credit rating of Baa and a range of maturities between 1 and 17 years.

 

The Lipper Intermediate Municipal Debt Funds Index (LIMDI) is an average of the 30 largest mutual funds in this Lipper category.

 

Management of the Fund

 

Adviser. M&I Investment Management Corp.

 

Portfolio Managers. John D. Boritzke and Duane A. McAllister co-manage the Fund. Mr. Boritzke, a Senior Vice President and a Portfolio Manager of the Adviser, has managed the Fund since its inception in 1994 and has been employed by the Adviser since November 1983. Mr. McAllister, a Vice President and a Portfolio Manager of the Adviser, has co-managed the Fund since June 2007 and has been employed with the Adviser since 2007.

Purchase and Sale of Fund Shares

 

Minimums. To open an account, your first investment must be at least $1,000 for Class Y shares and $2 million for Class I shares. For Class Y, the minimum subsequent purchase amount is $50.

 

You may sell (redeem) your shares of the Fund on any day the New York Stock Exchange is open for business in one of the following methods, depending on the elections you made in your account application:

 

Phone. Call 1-800-236-FUND (3863).

 

Wire/Electronic Transfer. Upon written request sent to the address below under “Mail,” redemption proceeds can be directly deposited by Electronic Funds Transfer or wired to your previously designated domestic commercial bank.

 

Mail. Send a written request, indicating your name, the Fund name, your account number and the number of shares or the dollar amount you want to redeem, to: BMO Funds U.S. Services, P.O. Box 55931, Boston, MA 02205-5931.

 

Systematic Withdrawal Program. If your account balance is at least $10,000, you may have predetermined amounts of at least $100 withdrawn from your account on a monthly or quarterly basis.

 

BMO Funds Website. Go to www.bmofundsus.com.

 

Tax Information

 

The Fund intends to distribute income exempt from federal income tax; however, a portion of the Fund’s distributions may be subject to federal income tax.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

 

INCOME FUNDS      43   


Table of Contents

 

BMO Government Income Fund

 

 

Investment Objective:

 

To provide current income.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

Shareholder Fees (fees paid directly from your investment)      Class Y         Class I   
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)      None         None   
Redemption Fee (as a percentage of amount redeemed, for shares held less than 30 days)      2.00%         2.00%   
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    
Management Fees      0.40%         0.40%   
Distribution (12b-1) Fees      None         None   
Other Expenses (1)      0.52%         0.27%   
Total Annual Fund Operating Expenses      0.92%         0.67%   
Fee Waiver and Expense Reimbursement (2)      0.12%         0.12%   
Total Annual Fund Operating Expenses After Fee Waiver and Expense
Reimbursement
(2)
     0.80%         0.55%   

 

(1) The expense information in the fee table has been restated to reflect that effective September 1, 2011, the Fund entered into a new transfer agency agreement.

 

(2) M&I Investment Management Corp. (Adviser) has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent class total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business and Acquired Fund Fees and Expenses) from exceeding 0.80% for Class Y and 0.55% for Class I through July 6, 2013. The Adviser may not terminate this arrangement prior to July 6, 2013 unless the investment advisory agreement is terminated.

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are as shown in the table and remain the same. The costs in the one-year example and for the first year of

the three-, five-, and ten-year examples reflect the Adviser’s agreement to waive fees and reimburse expenses through July 6, 2013. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:

 

     Class Y      Class I  
1 Year    $ 82       $ 56   
3 Years    $ 281       $ 202   
5 Years    $ 498       $ 361   
10 Years    $ 1,120       $ 823   

 

Portfolio Turnover

 

The Fund incurs transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 717% of the average value of its portfolio.

 

Principal Investment Strategies

 

The Fund invests at least 80% of its assets in U.S. government securities. The securities in which the Fund invests generally will have a minimum rating no lower than the lowest investment grade category (i.e., rated BBB or Baa, or higher, or unrated and considered by the Adviser to be comparable in quality) at the time of purchase.

 

The Fund invests in the securities of U.S. government-sponsored entities that are not backed by the full faith and credit of the U.S. government, but are supported through federal loans or other benefits, including the Federal Home Loan Banks (FHLBs), Federal National Mortgage Association (Fannie Mae) and Federal Home Loan Mortgage Corporation (Freddie Mac). The Fund also may invest in the securities of U.S. government-sponsored entities that are supported by the full faith and credit of the U.S. government, such as the Government National Mortgage Association (Ginnie Mae). Finally, the Fund may invest in the securities of governmental entities that have no explicit financial support from the U.S. government, but are regarded as having implied support because the U.S. government sponsors their activities, including the Farm Credit Administration and the Financing Corporation. The Fund also may invest in non-agency asset-backed and mortgage-backed securities.

 

The Adviser considers macroeconomic conditions and uses credit and market analysis in developing the overall portfolio strategy. Current and historical interest rate relationships are used to evaluate market sectors and individual securities. The

 

 

44    INCOME FUNDS


Table of Contents

 

 

BMO Government Income Fund (cont.)

 

 

Fund normally maintains an average dollar-weighted effective maturity of four to twelve years. Effective maturity takes into account the possibility that a bond may have prepayments or may be called by the issuer before its stated maturity date.

 

Principal Risks

 

The Fund cannot assure that it will achieve its investment objective. An investment in the Fund is not a deposit of BMO Harris Bank N.A. or any of its affiliates and is not insured or guaranteed by the FDIC or any other government agency. The net asset value of the Fund will vary and you could lose money by investing in the Fund. In addition, the Fund is subject to the following risks.

 

Interest Rate Risks. Prices of fixed income securities rise and fall in response to changes in the interest rate paid by similar securities. Generally, when interest rates rise, prices of fixed income securities fall. Interest rate changes have a greater effect on the price of fixed income securities with longer maturities.

 

Credit Risks. Credit risk is the possibility that an issuer or counterparty will default on a security or repurchase agreement by failing to pay interest or principal when due. If an issuer defaults, the Fund may lose money. Lower credit ratings correspond to higher credit risk. Bonds rated lower than BBB or Baa have speculative characteristics.

 

Call Risks. If the securities in which the Fund invests are redeemed by the issuer before maturity (or “called”), the Fund may have to reinvest the proceeds in securities that pay a lower interest rate, which may decrease the Fund’s yield. This will most likely happen when interest rates are declining.

 

Liquidity Risks. Liquidity risk refers to the possibility that the Fund may not be able to sell or buy a security or close out an investment contract at a favorable price or time. Consequently, the Fund may have to accept a lower price to sell a security, sell other securities to raise cash or give up an investment opportunity, any of which could have a negative effect on the Fund’s performance. Infrequent trading of securities also may lead to an increase in their price volatility.

 

Asset-Backed/Mortgage-Backed Securities Risks. Asset-backed and mortgage-backed securities are subject to risks of prepayment. The Fund’s yield will be reduced if cash from prepaid securities is reinvested in securities with lower interest rates. The risk of prepayment also may decrease the value of mortgage-backed securities. Asset-backed securities may have a higher level of default and recovery risk than mortgage-backed securities. Both of these types of securities may decline in value because of mortgage foreclosures or defaults on the underlying obligations. Credit risk is greater for mortgage-backed securities that are subordinate to another security.

Government Obligations Risks. No assurance can be given that the U.S. government will provide financial support to U.S. government-sponsored agencies or instrumentalities where it is not obligated to do so by law. As a result, there is risk that these entities will default on a financial obligation.

 

Management Risks. The Adviser’s judgments about the attractiveness, value and potential appreciation of the Fund’s investments may prove to be incorrect. Accordingly, there is no guarantee that the investment techniques used by the Fund’s manager will produce the desired results.

 

Portfolio Turnover Risks. A high portfolio rate (100% or more) may result in the realization and distribution to shareholders of a greater amount of capital gains than if the Fund had a low portfolio turnover rate. Therefore, you may have higher tax liability. High portfolio turnover may also result in higher transaction costs, which may negatively affect Fund performance.

 

Fund Performance

 

The bar chart and table show the historical performance of the Fund’s shares and provide some indication of the risks of investing in the Fund. The bar chart shows how the Fund’s total returns before taxes have varied from year to year, while the table compares the Fund’s average annual total returns to the returns of a broad measure of market performance and an index of funds with similar investment objectives. Please keep in mind that past performance, before and after taxes, does not represent how the Fund will perform in the future. Investors may obtain updated performance information for the Fund at www.bmofundsus.com.

 

Class Y—Annual Total Returns (calendar years 2001-2010)

 

LOGO

 

The return for the Class Y shares of the Fund from January 1, 2011 through September 30, 2011 was 4.54%.

 

During the periods shown in the bar chart for the Fund:

 

    Quarter Ended      Returns  
Best quarter     9/30/2009         5.39
Worst quarter     6/30/2004         (0.97 )% 
 

 

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Table of Contents

 

 

BMO Government Income Fund (cont.)

 

 

 

Average Annual Total Returns through 12/31/10

 

     1 Year      5 Year     10 Year/Since
Commencement
of Operations
 
Class Y                          

Return Before Taxes

     7.08      6.01     5.46

Return After Taxes on Distributions

     5.05      4.08     3.61

Return After Taxes on Distributions and Sale of Fund Shares

     4.59      3.99     3.56
Class I (Commencement of Operations 6/1/07)                          
Return Before Taxes      7.35      N/A        7.04
BMBSI (reflects no deduction for fees, expenses or taxes)      5.37      6.34     5.89
LUSMI (reflects deduction of fees and no deduction for sales charges or taxes)      6.61      5.48     5.11

 

After-tax returns are calculated using the highest historical individual marginal federal income tax rates and do not reflect the effect of any applicable state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors holding shares through tax-deferred programs, such as IRAs or 401(k) plans. After-tax returns are shown only for Class Y, and after-tax returns for Class I will vary.

 

The Barclays U.S. Mortgage-Backed Securities Index (BMBSI) is an index that includes 15- and 30-year fixed-rate securities backed by mortgage pools of Ginnie Mae, Freddie Mac and Fannie Mae.

 

The Lipper U.S. Mortgage Funds Index (LUSMI) is an average of the 30 largest mutual funds in this Lipper category.

 

Management of the Fund

 

Adviser. M&I Investment Management Corp.

 

Portfolio Manager. Jason D. Weiner, a Vice President and a Portfolio Manager of the Adviser, has managed the Fund since April 2001 and has been employed by the Adviser since 1993.

Purchase and Sale of Fund Shares

 

Minimums. To open an account, your first investment must be at least $1,000 for Class Y shares and $2 million for Class I shares. For Class Y, the minimum subsequent purchase amount is $50.

 

You may sell (redeem) your shares of the Fund on any day the New York Stock Exchange is open for business in one of the following methods, depending on the elections you made in your account application:

 

Phone. Call 1-800-236-FUND (3863).

 

Wire/Electronic Transfer. Upon written request sent to the address below under “Mail,” redemption proceeds can be directly deposited by Electronic Funds Transfer or wired to your previously designated domestic commercial bank.

 

Mail. Send a written request, indicating your name, the Fund name, your account number and the number of shares or the dollar amount you want to redeem, to: BMO Funds U.S. Services, P.O. Box 55931, Boston, MA 02205-5931.

 

Systematic Withdrawal Program. If your account balance is at least $10,000, you may have predetermined amounts of at least $100 withdrawn from your account on a monthly or quarterly basis.

 

BMO Funds Website. Go to www.bmofundsus.com.

 

Tax Information

 

The Fund intends to make distributions that are expected to be taxed primarily as ordinary income for federal income tax purposes.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

 

46    INCOME FUNDS


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BMO TCH Corporate Income Fund

 

 

Investment Objective:

 

To maximize total return consistent with current income.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

Shareholder Fees (fees paid directly from your investment)      Class Y         Class I   
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)      None         None   
Redemption Fee (as a percentage of amount redeemed, for shares held less than 30 days)      2.00%         2.00%   
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    
Management Fees      0.25%         0.25%   
Distribution (12b-1) Fees      None         None   
Other Expenses (1)      0.61%         0.36%   
Acquired Fund Fees and Expenses (2)      0.01%         0.01%   
Total Annual Fund Operating Expenses      0.87%         0.62%   
Fee Waiver and Expense Reimbursement (3)      0.06%         0.06%   
Total Annual Fund Operating Expenses After Fee Waiver and Expense
Reimbursement
(3)
     0.81%         0.56%   

 

(1) The expense information in the fee table has been restated to reflect that effective September 1, 2011, the Fund entered into a new transfer agency agreement.

 

(2) Acquired Fund Fees and Expenses represent the pro rata expense indirectly incurred by the Fund as a result of its investment in other investment companies (each, an “Acquired Fund”). Total Annual Fund Operating Expenses shown will not correlate to the Fund’s ratios of expenses to average net assets appearing in the Financial Highlights tables, which do not include Acquired Fund Fees and Expenses.

 

(3) M&I Investment Management Corp. (Adviser) has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent class total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business and Acquired Fund Fees and Expenses) from exceeding 0.80% for Class Y and 0.55% for Class I through July 6, 2013. The Adviser may not terminate this arrangement prior to July 6, 2013 unless the investment advisory agreement is terminated.

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The

example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are as shown in the table and remain the same. The costs in the one-year example and for the first year of the three-, five-, and ten-year examples reflect the Adviser’s agreement to waive fees and reimburse expenses through July 6, 2013. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:

 

     Class Y      Class I  
1 Year    $ 83       $ 57   
3 Years    $ 272       $ 192   
5 Years    $ 476       $ 340   
10 Years    $ 1,067       $ 769   

 

Portfolio Turnover

 

The Fund incurs transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 48% of the average value of its portfolio.

 

Principal Investment Strategies

 

The Fund invests at least 80% of its assets in corporate debt securities, including convertible debt securities. Although the Fund will invest primarily in U.S. dollar denominated securities with a minimum rating in the lowest investment grade category (i.e., rated BBB or Baa, or higher, or unrated and considered by the sub-adviser to be comparable in quality) at the time of purchase, the Fund may invest up to 20% of its assets in debt securities that are below investment grade, also known as high yield securities or “junk bonds,” and in foreign debt securities. The Fund also may invest in U.S. government securities and asset-backed and mortgage-backed securities.

 

The Fund’s sub-adviser is Taplin, Canida & Habacht, LLC (TCH), an affiliate of the Adviser. TCH uses macroeconomic, credit and market analysis to select portfolio securities. The Fund normally maintains an average dollar-weighted effective maturity of three to fifteen years. Effective maturity takes into account the possibility that a bond may have prepayments or may be called by the issuer before its maturity date.

 

 

INCOME FUNDS      47   


Table of Contents

 

 

BMO TCH Corporate Income Fund (cont.)

 

 

 

Principal Risks

 

The Fund cannot assure that it will achieve its investment objective. An investment in the Fund is not a deposit of BMO Harris Bank N.A. or any of its affiliates and is not insured or guaranteed by the FDIC or any other government agency. The net asset value of the Fund will vary and you could lose money by investing in the Fund. In addition, the Fund is subject to the following risks.

 

Interest Rate Risks. Prices of fixed income securities rise and fall in response to changes in the interest rate paid by similar securities. Generally, when interest rates rise, prices of fixed income securities fall. Interest rate changes have a greater effect on the price of fixed income securities with longer maturities.

 

Credit Risks. Credit risk is the possibility that an issuer or counterparty will default on a security or repurchase agreement by failing to pay interest or principal when due. If an issuer defaults, the Fund may lose money. Lower credit ratings correspond to higher credit risk. Bonds rated lower than BBB or Baa have speculative characteristics.

 

High Yield Securities Risks. High yield securities, also referred to as “junk bonds” or non-investment grade securities, are debt securities rated lower than BBB by Standard & Poor’s or Baa by Moody’s Investors Service. These securities tend to be more sensitive to economic conditions than are higher-rated securities, generally involve more credit risk than securities in the higher-rated categories and are predominantly considered to be speculative. The issuers of high yield securities are typically more leveraged, and the risk of loss due to default by an issuer of high yield securities is significantly greater than issuers of higher-rated securities because such securities are generally unsecured and are often subordinated to other creditors. The Fund may have difficulty disposing of certain high yield securities because there may be a thin trading market for such securities.

 

Call Risks. If the securities in which the Fund invests are redeemed by the issuer before maturity (or “called”), the Fund may have to reinvest the proceeds in securities that pay a lower interest rate, which may decrease the Fund’s yield. This will most likely happen when interest rates are declining.

 

Liquidity Risks. Liquidity risk refers to the possibility that the Fund may not be able to sell or buy a security or close out an investment contract at a favorable price or time. Consequently, the Fund may have to accept a lower price to sell a security, sell other securities to raise cash or give up an investment opportunity, any of which could have a negative effect on the Fund’s performance. Infrequent trading of securities also may lead to an increase in their price volatility.

 

Asset-Backed/Mortgage-Backed Securities Risks. Asset-backed and mortgage-backed securities are subject to risks of

prepayment. The Fund’s yield will be reduced if cash from prepaid securities is reinvested in securities with lower interest rates. The risk of prepayment also may decrease the value of mortgage-backed securities. Asset-backed securities may have a higher level of default and recovery risk than mortgage-backed securities. Both of these types of securities may decline in value because of mortgage foreclosures or defaults on the underlying obligations. Credit risk is greater for mortgage-backed securities that are subordinate to another security.

 

Government Obligations Risks. No assurance can be given that the U.S. government will provide financial support to U.S. government-sponsored agencies or instrumentalities where it is not obligated to do so by law. As a result, there is risk that these entities will default on a financial obligation.

 

Foreign Securities Risks. Investing in foreign securities may involve additional risks, including currency-rate fluctuations, political and economic instability, differences in financial reporting standards, less-strict regulation of the securities markets and possible imposition of foreign withholding taxes. Furthermore, the Fund may incur higher costs and expenses when making foreign investments, which will affect the Fund’s total return.

 

Management Risks. TCH’s judgments about the attractiveness, value and potential appreciation of the Fund’s investments may prove to be incorrect. Accordingly, there is no guarantee that the investment techniques used by the Fund’s managers will produce the desired results.

 

Investments in Other Investment Companies Risks. The Fund may invest in securities issued by other investment companies, including exchange-traded funds. By investing in another investment company, there is a risk that the value of the underlying securities of the investment company may decrease. The Fund will also bear its proportionate share of the other investment company’s fees and expenses.

 

Fund Performance

 

The bar chart and table show the historical performance of the Fund’s shares and provide some indication of the risks of investing in the Fund. The bar chart shows the Fund’s total returns before taxes for the past year, while the table compares the Fund’s average annual total returns to the returns of a broad measure of market performance and an index of funds with similar investment objectives. Please keep in mind that past performance, before and after taxes, does not represent how the Fund will perform in the future. Investors may obtain updated performance information for the Fund at www.bmofundsus.com.

 

 

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Table of Contents

 

 

BMO TCH Corporate Income Fund (cont.)

 

 

 

Class Y—Annual Total Returns (calendar years 2009-2010)

 

LOGO

 

The return for the Class Y shares of the Fund from January 1, 2011 through September 30, 2011 was 4.26%.

 

During the periods shown in the bar chart for the Fund:

 

    Quarter Ended      Returns  
Best quarter     6/30/2009         10.83
Worst quarter     12/31/2010         (0.59 )% 

 

Average Annual Total Returns through 12/31/10

 

     1 Year     Since
Commencement
of Operations
 
Class Y (Commencement of Operations 12/23/08)                 

Return Before Taxes

     9.85     16.40

Return After Taxes on Distributions

     7.66     14.17

Return After Taxes on Distributions and Sale of Fund Shares

     6.55     12.78
Class I (Commencement of Operations 12/23/08)                 

Return Before Taxes

     10.12     16.68
BCCI (reflects no deduction for fees, expenses or taxes)      8.47     12.34
LIIGI (reflects deduction of fees and no deduction for sales charges or taxes)      8.62     11.70

 

After-tax returns are calculated using the highest historical individual marginal federal income tax rates and do not reflect the effect of any applicable state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors holding shares through tax-deferred programs, such as IRAs or 401(k) plans. After-tax returns are shown only for Class Y, and after-tax returns for Class I will vary.

The Barclays Capital U.S. Credit Index (BCCI) is an index that covers U.S. corporate and specified foreign debentures and secured notes that meet specified maturity, liquidity and quality requirements.

 

The Lipper Intermediate Investment Grade Index (LIIGI) is an average of the 30 largest mutual funds in this Lipper category.

 

Management of the Fund

 

Adviser. M&I Investment Management Corp.

 

Sub-Adviser. Taplin, Canida & Habacht, LLC, a majority-owned subsidiary of the Adviser.

 

Portfolio Managers. Tere Alvarez Canida, Alan M. Habacht and William J. Canida co-manage the Fund. Ms. Alvarez-Canida, President and Managing Principal of TCH, has co-managed the Fund since its inception in December 2008 and has been with TCH since 1985. Mr. Habacht, Vice President and Principal of TCH, has co-managed the Fund since its inception in December 2008 and has been with TCH since 1987. Mr. Canida, Vice President and Principal of TCH, has co-managed the Fund since its inception in December 2008 and has been with TCH since 1985.

 

Purchase and Sale of Fund Shares

 

Minimums. To open an account, your first investment must be at least $1,000 for Class Y shares and $2 million for Class I shares. For Class Y, the minimum subsequent purchase amount is $50.

 

You may sell (redeem) your shares of the Fund on any day the New York Stock Exchange is open for business in one of the following methods, depending on the elections you made in your account application:

 

Phone. Call 1-800-236-FUND (3863).

 

Wire/Electronic Transfer. Upon written request sent to the address below under “Mail,” redemption proceeds can be directly deposited by Electronic Funds Transfer or wired to your previously designated domestic commercial bank.

 

Mail. Send a written request, indicating your name, the Fund name, your account number and the number of shares or the dollar amount you want to redeem, to: BMO Funds U.S. Services, P.O. Box 55931, Boston, MA 02205-5931.

 

Systematic Withdrawal Program. If your account balance is at least $10,000, you may have predetermined amounts of at least $100 withdrawn from your account on a monthly or quarterly basis.

 

BMO Funds Website. Go to www.bmofundsus.com.

 

 

INCOME FUNDS      49   


Table of Contents

 

 

BMO TCH Corporate Income Fund (cont.)

 

 

 

Tax Information

 

The Fund intends to make distributions that are expected to be taxed primarily as ordinary income for federal income tax purposes.

 

Paym e nts to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

 

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Table of Contents

 

BMO Aggregate Bond Fund

 

 

Investment Objective:

 

To maximize total return consistent with current income.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

Shareholder Fees (fees paid directly from your investment)      Class Y         Class I   
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)      None         None   
Redemption Fee (as a percentage of amount redeemed, for shares held less than 30 days)      2.00%         2.00%   
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    
Management Fees      0.40%         0.40%   
Distribution (12b-1) Fees      None         None   
Other Expenses (1)      0.43%         0.18%   
Total Annual Fund Operating Expenses      0.83%         0.58%   
Fee Waiver and Expense Reimbursement (2)      0.03%         0.03%   
Total Annual Fund Operating Expenses After Fee Waiver and Expense
Reimbursement
(2)
     0.80%         0.55%   

 

(1) The expense information in the fee table has been restated to reflect that effective September 1, 2011, the Fund entered into a new transfer agency agreement.

 

(2) M&I Investment Management Corp. (Adviser) has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent class total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business and Acquired Fund Fees and Expenses) from exceeding 0.80% for Class Y and 0.55% for Class I through July 6, 2013. The Adviser may not terminate this arrangement prior to July 6, 2013 unless the investment advisory agreement is terminated.

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are as shown in the table and remain the same. The costs in the one-year example and for the first year of the three-, five-, and ten-year examples reflect the Adviser’s

agreement to waive fees and reimburse expenses through July 6, 2013. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:

 

     Class Y      Class I  
1 Year    $ 82       $ 56   
3 Years    $ 262       $ 183   
5 Years    $ 458       $ 321   
10 Years    $ 1,023       $ 723   

 

Portfolio Turnover

 

The Fund incurs transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 586% of the average value of its portfolio.

 

Principal Investment Strategies

 

The Fund invests at least 80% of its assets in bonds. Fund investments include corporate, asset-backed and mortgage-backed securities with a minimum rating in the lowest investment grade category (i.e., rated BBB or Baa, or higher, or unrated and considered by the Adviser to be comparable in quality) at the time of purchase and repurchase agreements and U.S. government securities. The Adviser’s strategy for achieving total return is to adjust the Fund’s weightings in these sectors as it deems appropriate. The Adviser uses macroeconomic, credit and market analysis to select portfolio securities. The Fund normally maintains an average dollar-weighted effective maturity of three to ten years. Effective maturity takes into account the possibility that a bond may have prepayments or may be called by the issuer before its stated maturity date.

 

Principal Risks

 

The Fund cannot assure that it will achieve its investment objective. An investment in the Fund is not a deposit of BMO Harris Bank N.A. or any of its affiliates and is not insured or guaranteed by the FDIC or any other government agency. The net asset value of the Fund will vary and you could lose money by investing in the Fund. In addition, the Fund is subject to the following risks.

 

Interest Rate Risks. Prices of fixed income securities rise and fall in response to changes in the interest rate paid by similar securities. Generally, when interest rates rise, prices of fixed income securities fall. Interest rate changes have a greater effect on the price of fixed income securities with longer maturities.

 

 

INCOME FUNDS      51   


Table of Contents

 

 

BMO Aggregate Bond Fund (cont.)

 

 

 

Credit Risks. Credit risk is the possibility that an issuer or counterparty will default on a security or repurchase agreement by failing to pay interest or principal when due. If an issuer defaults, the Fund may lose money. Lower credit ratings correspond to higher credit risk. Bonds rated lower than BBB or Baa have speculative characteristics.

 

Call Risks. If the securities in which the Fund invests are redeemed by the issuer before maturity (or “called”), the Fund may have to reinvest the proceeds in securities that pay a lower interest rate, which may decrease the Fund’s yield. This will most likely happen when interest rates are declining.

 

Liquidity Risks. Liquidity risk refers to the possibility that the Fund may not be able to sell or buy a security or close out an investment contract at a favorable price or time. Consequently, the Fund may have to accept a lower price to sell a security, sell other securities to raise cash or give up an investment opportunity, any of which could have a negative effect on the Fund’s performance. Infrequent trading of securities also may lead to an increase in their price volatility.

 

Asset-Backed/Mortgage-Backed Securities Risks. Asset-backed and mortgage-backed securities are subject to risks of prepayment. The Fund’s yield will be reduced if cash from prepaid securities is reinvested in securities with lower interest rates. The risk of prepayment also may decrease the value of mortgage-backed securities. Asset-backed securities may have a higher level of default and recovery risk than mortgage-backed securities. Both of these types of securities may decline in value because of mortgage foreclosures or defaults on the underlying obligations. Credit risk is greater for mortgage-backed securities that are subordinate to another security.

 

Government Obligations Risks. No assurance can be given that the U.S. government will provide financial support to U.S. government-sponsored agencies or instrumentalities where it is not obligated to do so by law. As a result, there is risk that these entities will default on a financial obligation.

 

Management Risks. The Adviser’s judgments about the attractiveness, value and potential appreciation of the Fund’s investments may prove to be incorrect. Accordingly, there is no guarantee that the investment techniques used by the Fund’s manager will produce the desired results.

 

Portfolio Turnover Risks. A high portfolio rate (100% or more) may result in the realization and distribution to shareholders of a greater amount of capital gains than if the Fund had a low portfolio turnover rate. Therefore, you may have higher tax liability. High portfolio turnover may also result in higher transaction costs, which may negatively affect Fund performance.

 

Fund Performance

 

The bar chart and table show the historical performance of the Fund’s shares and provide some indication of the risks of

investing in the Fund. The bar chart shows how the Fund’s total returns before taxes have varied from year to year, while the table compares the Fund’s average annual total returns to the returns of a broad measure of market performance and an index of funds with similar investment objectives. Please keep in mind that past performance, before and after taxes, does not represent how the Fund will perform in the future. Investors may obtain updated performance information for the Fund at www.bmofundsus.com.

 

Class Y—Annual Total Returns (calendar years 2008-2010)

 

LOGO

 

The return for the Class Y shares of the Fund from January 1, 2011 through September 30, 2011 was 5.55%.

 

During the periods shown in the bar chart for the Fund:

 

    Quarter Ended      Returns  
Best quarter     6/30/2009         12.30
Worst quarter     9/30/2008         (4.96 )% 

 

Average Annual Total Returns through 12/31/10

 

     1 Year     Since
Commencement
of Operations
 
Class Y (Commencement of Operations 6/1/07)                 

Return Before Taxes

     7.77     8.01

Return After Taxes on Distributions

     5.61     5.77

Return After Taxes on Distributions and Sale of Fund Shares

     5.05     5.51
Class I (Commencement of Operations 6/1/07)                 

Return Before Taxes

     8.03     8.28
BABI (reflects no deduction for fees, expenses or taxes)      6.54     6.52
LIIGI (reflects deduction of fees and no deduction for sales charges or taxes)      8.62     6.02
 

 

52    INCOME FUNDS


Table of Contents

 

 

BMO Aggregate Bond Fund (cont.)

 

 

 

After-tax returns are calculated using the highest historical individual marginal federal income tax rates and do not reflect the effect of any applicable state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors holding shares through tax-deferred programs, such as IRAs or 401(k) plans. After-tax returns are shown only for Class Y, and after-tax returns for Class I will vary.

 

The Barclays Aggregate Bond Index (BABI) is an index that covers the U.S. investment-grade fixed-rate bond market, including government and credit securities, agency mortgage pass-through securities, asset-backed securities and commercial mortgage-based securities. To qualify for inclusion, a bond or security must have at least one year to final maturity and be rated Baa3 or better, dollar denominated, non-convertible, fixed-rate and publicly issued.

 

The Lipper Intermediate Investment Grade Index (LIIGI) is an average of the 30 largest mutual funds in this Lipper category.

 

Management of the Fund

 

Adviser. M&I Investment Management Corp.

 

Portfolio Manager. Jason D. Weiner, a Vice President and a Portfolio Manager of the Adviser, has managed the Fund since its inception in 2007 and has been employed by the Adviser since 1993.

 

Purchase and Sale of Fund Shares

 

Minimums. To open an account, your first investment must be at least $1,000 for Class Y shares and $2 million for Class I shares. For Class Y, the minimum subsequent purchase amount is $50.

 

You may sell (redeem) your shares of the Fund on any day the New York Stock Exchange is open for business in one of the following methods, depending on the elections you made in your account application:

 

Phone. Call 1-800-236-FUND (3863).

 

Wire/Electronic Transfer. Upon written request sent to the address below under “Mail,” redemption proceeds can be directly deposited by Electronic Funds Transfer or wired to your previously designated domestic commercial bank.

 

Mail. Send a written request, indicating your name, the Fund name, your account number and the number of shares or the dollar amount you want to redeem, to: BMO Funds U.S. Services, P.O. Box 55931, Boston, MA 02205-5931.

 

Systematic Withdrawal Program. If your account balance is at least $10,000, you may have predetermined amounts of at least $100 withdrawn from your account on a monthly or quarterly basis.

BMO Funds Website. Go to www.bmofundsus.com.

 

Tax Information

 

The Fund intends to make distributions that are expected to be taxed primarily as ordinary income for federal income tax purposes.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

 

INCOME FUNDS      53   


Table of Contents

 

BMO TCH Core Plus Bond Fund

 

 

Investment Objective:

 

To maximize total return consistent with current income.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

Shareholder Fees (fees paid directly from your investment)      Class Y         Class I   
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)      None         None   
Redemption Fee (as a percentage of amount redeemed, for shares held less than 30 days)      2.00%         2.00%   
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    
Management Fees      0.25%         0.25%   
Distribution (12b-1) Fees      None         None   
Other Expenses (1)      0.58%         0.33%   
Acquired Fund Fees and Expenses (2)      0.01%         0.01%   
Total Annual Fund Operating Expenses      0.84%         0.59%   
Fee Waiver and Expense Reimbursement (3)      0.03%         0.03%   
Total Annual Fund Operating Expenses After Fee Waiver and Expense
Reimbursement
(3)
     0.81%         0.56%   

 

(1) The expense information in the fee table has been restated to reflect that effective September 1, 2011, the Fund entered into a new transfer agency agreement.

 

(2) Acquired Fund Fees and Expenses represent the pro rata expense indirectly incurred by the Fund as a result of its investment in other investment companies (each, an “Acquired Fund”). Total Annual Fund Operating Expenses shown will not correlate to the Fund’s ratios of expenses to average net assets appearing in the Financial Highlights tables, which do not include Acquired Fund Fees and Expenses.

 

(3) M&I Investment Management Corp. (Adviser) has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent class total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business and Acquired Fund Fees and Expenses) from exceeding 0.80% for Class Y and 0.55% for Class I through July 6, 2013. The Adviser may not terminate this arrangement prior to July 6, 2013 unless the investment advisory agreement is terminated.

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The

example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are as shown in the table and remain the same. The costs in the one-year example and for the first year of the three-, five-, and ten-year examples reflect the Adviser’s agreement to waive fees and reimburse expenses through July 6, 2013. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:

 

     Class Y      Class I  
1 Year    $ 83       $ 57   
3 Years    $ 265       $ 186   
5 Years    $ 463       $ 326   
10 Years    $ 1,034       $ 735   

 

Portfolio Turnover

 

The Fund incurs transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 48% of the average value of its portfolio.

 

Principal Investment Strategies

 

The Fund invests at least 80% of its assets in bonds. Fund investments include corporate, asset-backed, mortgage-backed and U.S. government securities. Although the Fund will invest primarily in securities with a minimum rating in the lowest investment grade category (i.e., rated BBB or Baa, or higher, or unrated and considered by the sub-adviser to be comparable in quality) at the time of purchase, the Fund may invest up to 20% of its assets in debt securities that are below investment grade, also known as high yield securities or “junk bonds.” While the Fund’s assets are predominantly U.S. dollar denominated, the Fund also may invest up to 20% of its assets in foreign debt securities, all or a portion of which may be emerging markets debt securities.

 

The Fund’s investment strategy is referred to as “Core Plus” because the Fund’s sub-adviser, Taplin, Canida & Habacht, LLC (TCH), an affiliate of the Adviser, has the ability to add high yield securities and emerging markets debt securities to a core portfolio of investment grade fixed income securities. TCH’s strategy for achieving total return is to adjust the Fund’s weightings in these sectors as it deems appropriate. TCH uses macroeconomic,

 

 

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Table of Contents

 

 

BMO TCH Core Plus Bond Fund (cont.)

 

 

credit and market analysis to select portfolio securities. The Fund normally maintains an average dollar-weighted effective maturity of three to ten years. Effective maturity takes into account the possibility that a bond may have prepayments or may be called by the issuer before its stated maturity date.

 

Principal Risks

 

The Fund cannot assure that it will achieve its investment objective. An investment in the Fund is not a deposit of BMO Harris Bank N.A. or any of its affiliates and is not insured or guaranteed by the FDIC or any other government agency. The net asset value of the Fund will vary and you could lose money by investing in the Fund. In addition, the Fund is subject to the following risks.

 

Interest Rate Risks. Prices of fixed income securities rise and fall in response to changes in the interest rate paid by similar securities. Generally, when interest rates rise, prices of fixed income securities fall. Interest rate changes have a greater effect on the price of fixed income securities with longer maturities.

 

Credit Risks. Credit risk is the possibility that an issuer or counterparty will default on a security or repurchase agreement by failing to pay interest or principal when due. If an issuer defaults, the Fund may lose money. Lower credit ratings correspond to higher credit risk. Bonds rated lower than BBB or Baa have speculative characteristics.

 

High Yield Securities Risks. High yield securities, also referred to as “junk bonds” or non-investment grade securities, are debt securities rated lower than BBB by Standard & Poor’s or Baa by Moody’s Investors Service. These securities tend to be more sensitive to economic conditions than are higher-rated securities, generally involve more credit risk than securities in the higher-rated categories and are predominantly considered to be speculative. The issuers of high yield securities are typically more leveraged, and the risk of loss due to default by an issuer of high yield securities is significantly greater than issuers of higher-rated securities because such securities are generally unsecured and are often subordinated to other creditors. The Fund may have difficulty disposing of certain high yield securities because there may be a thin trading market for such securities.

 

Call Risks. If the securities in which the Fund invests are redeemed by the issuer before maturity (or “called”), the Fund may have to reinvest the proceeds in securities that pay a lower interest rate, which may decrease the Fund’s yield. This will most likely happen when interest rates are declining.

 

Liquidity Risks. Liquidity risk refers to the possibility that the Fund may not be able to sell or buy a security or close out an investment contract at a favorable price or time. Consequently, the Fund may have to accept a lower price to sell a security, sell other securities to raise cash or give up an investment

opportunity, any of which could have a negative effect on the Fund’s performance. Infrequent trading of securities also may lead to an increase in their price volatility.

 

Asset-Backed/Mortgage-Backed Securities Risks. Asset-backed and mortgage-backed securities are subject to risks of prepayment. The Fund’s yield will be reduced if cash from prepaid securities is reinvested in securities with lower interest rates. The risk of prepayment also may decrease the value of mortgage-backed securities. Asset-backed securities may have a higher level of default and recovery risk than mortgage-backed securities. Both of these types of securities may decline in value because of mortgage foreclosures or defaults on the underlying obligations. Credit risk is greater for mortgage-backed securities that are subordinate to another security.

 

Government Obligations Risks. No assurance can be given that the U.S. government will provide financial support to U.S. government-sponsored agencies or instrumentalities where it is not obligated to do so by law. As a result, there is risk that these entities will default on a financial obligation.

 

Foreign Securities Risks. Investing in foreign securities may involve additional risks, including currency-rate fluctuations, political and economic instability, differences in financial reporting standards, less-strict regulation of the securities markets and possible imposition of foreign withholding taxes. Furthermore, the Fund may incur higher costs and expenses when making foreign investments, which will affect the Fund’s total return.

 

Emerging Markets Risks. Investments in emerging markets can involve risks in addition to and greater than those generally associated with investing in more developed foreign markets, which may make emerging market securities more volatile and potentially less liquid than securities issued in more developed markets.

 

Management Risks. TCH’s judgments about the attractiveness, value and potential appreciation of the Fund’s investments may prove to be incorrect. Accordingly, there is no guarantee that the investment techniques used by the Fund’s managers will produce the desired results.

 

Investments in Other Investment Companies Risks. The Fund may invest in securities issued by other investment companies, including exchange-traded funds. By investing in another investment company, there is a risk that the value of the underlying securities of the investment company may decrease. The Fund will also bear its proportionate share of the other investment company’s fees and expenses.

 

Fund Performance

 

The bar chart and table show the historical performance of the Fund’s shares and provide some indication of the risks of investing in the Fund. The bar chart shows the Fund’s total returns

 

 

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Table of Contents

 

 

BMO TCH Core Plus Bond Fund (cont.)

 

 

before taxes for the past year, while the table compares the Fund’s average annual total returns to the returns of a broad measure of market performance and an index of funds with similar investment objectives. Please keep in mind that past performance, before and after taxes, does not represent how the Fund will perform in the future. Investors may obtain updated performance information for the Fund at www.bmofundsus.com.

 

Class Y—Annual Total Returns (calendar years 2009-2010)

 

LOGO

 

The return for the Class Y shares of the Fund from January 1, 2011 through September 30, 2011 was 4.98%.

 

During the periods shown in the bar chart for the Fund:

 

    Quarter Ended      Returns  
Best quarter     9/30/2009         5.53
Worst quarter     12/31/2010         (0.52 )% 

 

Average Annual Total Returns through 12/31/10

 

     1 Year     Since
Commencement
of Operations
 
Class Y (Commencement of Operations 12/23/08)                 

Return Before Taxes

     8.17     10.62

Return After Taxes on Distributions

     6.17     8.86

Return After Taxes on Distributions and Sale of Fund Shares

     5.53     8.10
Class I (Commencement of Operations 12/23/08)                 

Return Before Taxes

     8.44     10.91
BABI (reflects no deduction for fees, expenses or taxes)      6.54     6.31
LIIGI (reflects deduction of fees and no deduction for sales charges or taxes)      8.62     11.70

After-tax returns are calculated using the highest historical individual marginal federal income tax rates and do not reflect the effect of any applicable state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors holding shares through tax-deferred programs, such as IRAs or 401(k) plans. After-tax returns are shown only for Class Y, and after-tax returns for Class I will vary.

 

The Barclays Aggregate Bond Index (BABI) is an index that covers the U.S. investment-grade fixed-rate bond market, including government and credit securities, agency mortgage pass-through securities, asset-backed securities and commercial mortgage-based securities. To qualify for inclusion, a bond or security must have at least one year to final maturity and be rated Baa3 or better, dollar denominated, non-convertible, fixed-rate and publicly issued.

 

The Lipper Intermediate Investment Grade Index (LIIGI) is an average of the 30 largest mutual funds in this Lipper category.

 

Management of the Fund

 

Adviser. M&I Investment Management Corp.

 

Sub-Adviser. Taplin, Canida & Habacht, LLC, a majority-owned subsidiary of the Adviser.

 

Portfolio Managers. Tere Alvarez Canida, Alan M. Habacht and William J. Canida co-manage the Fund. Ms. Alvarez-Canida, President and Managing Principal of TCH, has co-managed the Fund since its inception in December 2008 and has been with TCH since 1985. Mr. Habacht, Vice President and Principal of TCH, has co-managed the Fund since its inception in December 2008 and has been with TCH since 1987. Mr. Canida, Vice President and Principal of TCH, has co-managed the Fund since its inception in December 2008 and has been with TCH since 1985.

 

Purchase and Sale of Fund Shares

 

Minimums. To open an account, your first investment must be at least $1,000 for Class Y shares and $2 million for Class I shares. For Class Y, the minimum subsequent purchase amount is $50.

 

You may sell (redeem) your shares of the Fund on any day the New York Stock Exchange is open for business in one of the following methods, depending on the elections you made in your account application:

 

Phone. Call 1-800-236-FUND (3863).

 

Wire/Electronic Transfer. Upon written request sent to the address below under “Mail,” redemption proceeds can be directly deposited by Electronic Funds Transfer or wired to your previously designated domestic commercial bank.

 

 

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BMO TCH Core Plus Bond Fund (cont.)

 

 

 

Mail. Send a written request, indicating your name, the Fund name, your account number and the number of shares or the dollar amount you want to redeem, to: BMO Funds U.S. Services, P.O. Box 55931, Boston, MA 02205-5931.

 

Systematic Withdrawal Program. If your account balance is at least $10,000, you may have predetermined amounts of at least $100 withdrawn from your account on a monthly or quarterly basis.

 

BMO Funds Website. Go to www.bmofundsus.com.

 

Tax Information

 

The Fund intends to make distributions that are expected to be taxed as ordinary income for federal income tax purposes.

 

Payments to Br o ker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

 

 

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BMO Monegy High Yield Bond Fund

 

 

Investment Objective:

 

To maximize total return consistent with current income.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

Shareholder Fees (fees paid directly from your investment)      Class Y         Class I   
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)      None         None   
Redemption Fee (as a percentage of amount redeemed, for shares held less than 30 days)      2.00%         2.00%   
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    
Management Fees      0.50%         0.50%   
Distribution (12b-1) Fees      None         None   
Other Expenses (1)      1.19%         0.94%   
Total Annual Fund Operating Expenses      1.69%         1.44%   
Fee Waiver and Expense Reimbursement (2)      0.79%         0.79%   
Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement (2)      0.90%         0.65%   

 

(1) “Other Expenses” are based on estimated amounts for the Fund’s current fiscal year because it is a new fund.

 

(2) M&I Investment Management Corp. (Adviser) has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business and Acquired Fund Fees and Expenses) from exceeding 0.90% for Class Y and 0.65% for Class I through December 29, 2012. The Adviser may not terminate this arrangement prior to December 29, 2012 unless the investment advisory agreement is terminated.

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are as shown in the table and remain the same. The costs in the one-year example and for the first year of the three-year example reflect the Adviser’s agreement to waive

fees and reimburse expenses through December 29, 2012. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:

 

     Class Y      Class I  
1 Year    $ 92       $ 66   
3 Years    $ 455       $ 378   

 

Portfolio Turnover

 

The Fund incurs transaction costs, such as bid-ask spreads, when it buys and sells high yield securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.

 

Principal Investment Strategies

 

The Fund invests at least 80% of its assets in a diversified portfolio of domestic and foreign high yield, high risk fixed income securities (also referred to as “junk bonds”) within the non-investment grade corporate bond market. The Fund’s sub-adviser seeks to generate excess returns by effectively balancing risk and reward through vigorous asset selection criteria and continuous monitoring of portfolio positions.

 

The Fund’s sub-adviser, HIM Monegy, Inc. (“Monegy”), follows a disciplined investment approach that combines quantitative investment screening processes with traditional fundamental credit analysis. The portfolio is monitored to determine the risk and reward characteristics of each security, which allows the Fund to generate long term excess returns with lower levels of volatility than The BofA Merrill Lynch US High Yield Constrained Index ® and The BofA Merrill Lynch US High Yield, BB-B Rated, Constrained Index ® . The use of quantitative tools measures credit risk objectively and captures continuous changes in risk and return efficiently. High levels of diversification minimize the portfolio impact of principal losses stemming from unexpected default and other event risks.

 

Principal Risks

 

The Fund cannot assure that it will achieve its investment objective. An investment in the Fund is not a deposit of BMO Harris Bank, N.A. or any of its affiliates and is not insured or guaranteed by the FDIC or any other government agency. The net asset value of the Fund will vary and you could lose money by investing in the Fund. In addition, the Fund is subject to the following risks.

 

Call Risks. If the securities in which the Fund invests are redeemed by the issuer before maturity (or “called”), the Fund may have to reinvest the proceeds in securities that pay a lower

 

 

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BMO Monegy High Yield Bond Fund (cont.)

 

 

interest rate, which may decrease the Fund’s yield. This will most likely happen when interest rates are declining.

 

Credit Risks. Credit risk is the possibility that an issuer or counterparty will default on a security or repurchase agreement by failing to pay interest or principal when due. If an issuer defaults, the Fund may lose money. Lower credit ratings correspond to higher credit risk. Bonds rated lower than BBB or Baa have speculative characteristics.

 

Foreign Securities Risks. Investing in foreign securities may involve additional risks, including currency-rate fluctuations, political and economic instability, differences in financial reporting standards, less-strict regulation of the securities markets and possible imposition of foreign withholding taxes. Furthermore, the Fund may incur higher costs and expenses when making foreign investments, which will affect the Fund’s total return.

 

High Yield Securities Risks. High yield securities, also referred to as “junk bonds” or non-investment grade securities, are debt securities rated lower than BBB by Standard & Poor’s or Baa by Moody’s Investors Service. These securities tend to be more sensitive to economic conditions than are higher-rated securities, generally involve more credit risk than securities in the higher-rated categories and are predominantly considered to be speculative. The issuers of high yield securities are typically more leveraged, and the risk of loss due to default by an issuer of high yield securities is significantly greater than issuers of higher-rated securities because such securities are generally unsecured and are often subordinated to other creditors. The Fund may have difficulty disposing of certain high yield securities because there may be a thin trading market for such securities.

 

Income Risks. The Fund’s income could decline due to falling market interest rates. In a falling interest rate environment, the Fund may be required to invest its assets in lower-yielding securities.

 

Interest Rate Risks. Prices of fixed income securities rise and fall in response to changes in the interest rate paid by similar securities. Generally, when interest rates rise, prices of fixed income securities fall. Interest rate changes have a greater effect on the price of fixed income securities with longer maturities.

 

Liquidity Risks. Liquidity risk refers to the possibility that the Fund may not be able to sell or buy a security or close out an investment contract at a favorable price or time. Consequently, the Fund may have to accept a lower price to sell a security, sell other securities to raise cash or give up an investment opportunity, any of which could have a negative effect on the Fund’s performance. Infrequent trading of securities also may lead to an increase in their price volatility.

 

Management Risks. Monegy’s judgments about the attractiveness, value and potential appreciation of the Fund’s investments may prove to be incorrect. Accordingly, there is no

guarantee that the investment techniques used by the Fund’s managers will produce the desired results.

 

Fund Performance

 

Performance information is not included because the Fund does not have one full calendar year of performance.

 

Management of the Fund

 

Adviser. M&I Investment Management Corp.

 

Sub-Adviser. HIM Monegy, Inc., an affiliate of the Adviser.

 

Portfolio Managers. Sadhana Valia, CFA, Lori J. Marchildon, CFA, and Ovidiu Sandu, CFA, co-manage the Fund. Ms. Valia is the lead portfolio manager but all members of the team share investment decision making responsibilities with respect to the Fund. Ms. Valia, Senior Portfolio Manager and Head of the High Yield Team, joined Monegy in 1998 and has co-managed the Fund since its inception. Ms. Marchildon, Portfolio Manager, joined Monegy in 2001 and has co-managed the Fund since its inception. Mr. Sandu, an Associate Portfolio Manager, joined Monegy in 2000 and has co-managed the Fund since its inception.

 

Purchase and Sale of Fund Shares

 

Minimums. To open an account, your first investment must be at least $1,000 for Class Y shares and $2,000,000 for Class I shares. For Class Y, the minimum subsequent purchase amount is $50.

 

You may sell (redeem) your shares of the Fund on any day the New York Stock Exchange is open for business in one of the following methods, depending on the elections you made in your account application:

 

Phone. Call 1-800-236-FUND (3863).

 

Wire/Electronic Transfer. Upon written request sent to the address below under “Mail,” redemption proceeds can be directly deposited by Electronic Funds Transfer or wired to your previously designated domestic commercial bank.

 

Mail. Send a written request, indicating your name, the Fund name, your account number and the number of shares or the dollar amount you want to redeem, to: BMO Funds U.S. Services, P.O. Box 55931, Boston, MA 02205-5931.

 

Systematic Withdrawal Program. If your account balance is at least $10,000, you may have predetermined amounts of at least $100 withdrawn from your account on a monthly or quarterly basis.

 

BMO Funds Website. Go to www.bmofundsus.com.

 

 

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BMO Monegy High Yield Bond Fund (cont.)

 

 

 

Tax Information

 

The Fund intends to make distributions that are expected to be taxed primarily as ordinary income for federal income tax purposes.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

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BMO Government Money Market Fund

 

 

Investment Objective:

 

To provide current income consistent with stability of principal.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

Shareholder Fees (fees paid directly from your investment)      Class Y         Class I   
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)      None         None   
Redemption Fee (as a percentage of amount redeemed, for shares held less than 30 days)      None         None   
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    
Management Fees      0.20%         0.20%   
Distribution (12b-1) Fees      None         None   
Other Expenses (1)      0.35%         0.10%   
Total Annual Fund Operating Expenses      0.55%         0.30%   
Fee Waiver and Expense Reimbursement (2)      0.10%         0.10%   
Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement (2)      0.45%         0.20%   

 

(1) The expense information in the fee table has been restated to reflect that effective September 1, 2011, the Fund entered into a new transfer agency agreement.

 

(2) M&I Investment Management Corp. (Adviser) has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent class total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business and Acquired Fund Fees and Expenses) from exceeding 0.45% for Class Y and 0.20% for Class I through July 6, 2013. The Adviser may not terminate this arrangement prior to July 6, 2013 unless the investment advisory agreement is terminated.

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are as shown in the table and remain the same. The costs in the one-year example and for the first year of

the three-, five-, and ten-year examples reflect the Adviser’s agreement to waive fees and reimburse expenses through July 6, 2013. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:

 

     Class Y      Class I  
1 Year    $ 46       $ 20   
3 Years    $ 166       $ 86   
5 Years    $ 297       $ 159   
10 Years    $ 680       $ 371   

 

Principal Investment Strategies

 

The Fund invests its assets in high quality, short-term money market instruments and repurchase agreements. The Fund invests at least 80% of its assets in obligations issued and/or guaranteed by the U.S. government or by its agencies or instrumentalities, and in repurchase agreements secured by such obligations. The securities in which the Fund invests must be rated in one of the two highest short-term rating categories by one or more nationally recognized statistical rating organizations or be determined by the Adviser to be of comparable quality to securities having such ratings. The Adviser uses a “bottom-up” approach, which evaluates debt securities against the context of broader market factors such as the cyclical trend in interest rates, the shape of the yield curve and debt security supply factors.

 

The Fund invests in the securities of U.S. government-sponsored entities that are not backed by the full faith and credit of the U.S. government, but are supported through federal loans or other benefits, including the Federal Home Loan Banks (FHLBs), Federal National Mortgage Association (Fannie Mae) and Federal Home Loan Mortgage Corporation (Freddie Mac). The Fund also may invest in the securities of U.S. government-sponsored entities that are supported by the full faith and credit of the U.S. government, such as the Government National Mortgage Association (Ginnie Mae). Finally, the Fund may invest in the securities of governmental entities that have no explicit financial support from the U.S. government, but are regarded as having implied support because the U.S. government sponsors their activities, including the Farm Credit Administration and the Financing Corporation.

 

Principal Risks

 

An investment in the Fund is not a deposit of BMO Harris Bank N.A. or any of its affiliates and is not insured or guaranteed by the FDIC or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. In addition, the Fund is subject to the following risks.

 

 

MONEY MARKET FUNDS      61   


Table of Contents

 

 

BMO Government Money Market Fund (cont.)

 

 

 

Interest Rate Risks. Prices of fixed income securities rise and fall in response to changes in the interest rate paid by similar securities. Generally, when interest rates rise, prices of fixed income securities fall. Interest rate changes have a greater effect on the price of fixed income securities with longer maturities.

 

Credit Risks. Credit risk is the possibility that an issuer or counterparty will default on a security or repurchase agreement by failing to pay interest or principal when due. If an issuer defaults, the Fund may lose money. Lower credit ratings correspond to higher credit risk.

 

Call Risks. If the securities in which the Fund invests are redeemed by the issuer before maturity (or “called”), the Fund may have to reinvest the proceeds in securities that pay a lower interest rate, which may decrease the Fund’s yield. This will most likely happen when interest rates are declining.

 

Liquidity Risks. Liquidity risk refers to the possibility that the Fund may not be able to sell or buy a security or close out an investment contract at a favorable price or time. Consequently, the Fund may have to accept a lower price to sell a security, sell other securities to raise cash or give up an investment opportunity, any of which could have a negative effect on the Fund’s performance. Infrequent trading of securities also may lead to an increase in their price volatility.

 

Government Obligations Risks. No assurance can be given that the U.S. government will provide financial support to U.S. government-sponsored agencies or instrumentalities where it is not obligated to do so by law. As a result, there is risk that these entities will default on a financial obligation.

 

Management Risks. The Adviser’s judgments about the attractiveness, value and potential appreciation of the Fund’s investments may prove to be incorrect. Accordingly, there is no guarantee that the investment techniques used by the Fund’s manager will produce the desired results.

 

Fund Performance

 

The bar chart and table show the historical performance of the Fund’s shares and provide some indication of the risks of investing in the Fund. The bar chart shows how the Fund’s total returns have varied from year to year, while the table compares the Fund’s average annual total returns to the returns of an average of money funds with similar objectives and an index of funds with similar investment objectives. Please keep in mind that past performance does not represent how the Fund will perform in the future. Investors may obtain the Fund’s current 7-Day Net Yield or updated performance information at www.bmofundsus.com.

Class Y—Annual Total Returns (calendar years 2005-2010)

 

LOGO

 

The return for the Class Y shares of the Fund from January 1, 2011 through September 30, 2011 was 0.01%.

 

During the periods shown in the bar chart for the Fund:

 

    Quarter Ended      Returns  
Best quarter     12/31/2006         1.24
Worst quarter     3/31/2010         0.00

 

7-Day Net Yield as of December 31, 2010 was 0.01%.

 

Average Annual Total Returns through 12/31/10

 

    1 Year     5 Year     Since
Commencement
of Operations
 
Class Y (Commencement of Operations 5/18/04)     0.01     2.33     2.29
Class I (Commencement of Operations 5/29/04)     0.07     2.53     2.51
IMNGMMI (reflects deduction of fees and no deduction for sales charges or taxes)     0.02     2.00     1.95
LUSGMMFI (reflects deduction of fees and no deduction for sales charges or taxes)     0.02     2.16     2.10

 

The iMoneyNet Government Money Market Index (IMNGMMI) is an average of money funds with investment objectives similar to that of the Fund.

 

The Lipper U.S. Government Money Market Funds Index (LUSGMMFI) is an average of the 30 largest mutual funds in this Lipper category.

 

Management of the Fund

 

Adviser. M&I Investment Management Corp.

 

Portfolio Manager. John D. Boritzke, a Senior Vice President and a Portfolio Manager of the Adviser, has managed the Fund since April 2010 and has been employed by the Adviser since November 1983.

 

 

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Table of Contents

 

 

BMO Government Money Market Fund (cont.)

 

 

 

Purchase and Sale of Fund Shares

 

Minimums. To open an account, your first investment must be at least $1,000 for Class Y shares and $10 million for Class I shares. For Class Y, the minimum subsequent purchase amount is $50.

 

You may sell (redeem) your shares of the Fund on any day the Federal Reserve Bank of New York is open for business and, alternatively, on any day the U.S. government securities markets are open and the Fund’s portfolio manager determines sufficient liquidity exists in those markets in one of the following methods, depending on the elections you made in your account application:

 

Phone. Call 1-800-236-FUND (3863).

 

Wire/Electronic Transfer. Upon written request sent to the address below under “Mail,” redemption proceeds can be directly deposited by Electronic Funds Transfer or wired to your previously designated domestic commercial bank.

 

Mail. Send a written request, indicating your name, the Fund name, your account number and the number of shares or the dollar amount you want to redeem, to: BMO Funds U.S. Services, P.O. Box 55931, Boston, MA 02205-5931.

 

Systematic Withdrawal Program. If your account balance is at least $10,000, you may have predetermined amounts of at least $100 withdrawn from your account on a monthly or quarterly basis.

 

BMO Funds Website. Go to www.bmofundsus.com.

 

Checkwriting. Write a check in an amount of at least $250.

 

Tax Information

 

The Fund intends to make distributions that are expected to be taxed as ordinary income for federal income tax purposes.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

MONEY MARKET FUNDS      63   


Table of Contents

 

BMO Tax-Free Money Market Fund

 

 

Investment Objective:

 

To provide current income exempt from federal income tax consistent with stability of principal.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

Shareholder Fees (fees paid directly from your investment)      Class Y         Class I   
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)      None         None   
Redemption Fee (as a percentage of amount redeemed, for shares held less than 30 days)      None         None   
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    
Management Fees      0.20%         0.20%   
Distribution (12b-1) Fees      None         None   
Other Expenses (1)      0.33%         0.08%   
Total Annual Fund Operating Expenses      0.53%         0.28%   
Fee Waiver and Expense Reimbursement (2)      0.08%         0.08%   
Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement (2)      0.45%         0.20%   

 

(1) The expense information in the fee table has been restated to reflect that effective September 1, 2011, the Fund entered into a new transfer agency agreement.

 

(2) M&I Investment Management Corp. (Adviser) has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent class total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business and Acquired Fund Fees and Expenses) from exceeding 0.45% for Class Y and 0.20% for Class I through July 6, 2013. The Adviser may not terminate this arrangement prior to July 6, 2013 unless the investment advisory agreement is terminated.

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are as shown in the table and remain the

same. The costs in the one-year example and for the first year of the three-, five-, and ten-year examples reflect the Adviser’s agreement to waive fees and reimburse expenses through July 6, 2013. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:

 

     Class Y      Class I  
1 Year    $ 46       $ 20   
3 Years    $ 162       $ 82   
5 Years    $ 288       $ 149   
10 Years    $ 657       $ 348   

 

Principal Investment Strategies

 

The Fund invests primarily in fixed and floating rate municipal bonds and notes, variable rate demand instruments and other high-quality, short-term tax-exempt obligations maturing in 397 days or less. Under normal circumstances, the Fund invests its assets so that at least 80% of the annual interest income that the Fund distributes will be exempt from federal income tax, including federal alternative minimum tax (AMT).

 

To maintain principal preservation, the Adviser places a strict emphasis on credit research. Using fundamental analysis, the Adviser develops an approved list of issuers and securities that meet the Adviser’s standards for minimal credit risk. The Adviser continually monitors the credit risks of all of the Fund’s portfolio securities on an ongoing basis by reviewing financial data and ratings of nationally recognized statistical rating organizations (NRSROs). The securities in which the Fund invests must be rated in one of the two highest short-term rating categories by one or more NRSROs or be determined by the Adviser to be of comparable quality to securities having such ratings.

 

The Fund seeks to enhance yield by taking advantage of favorable changes in interest rates and reducing the effect of unfavorable changes in interest rates. In seeking to achieve this objective, the Adviser targets a dollar-weighted average portfolio maturity of 60 days or less based on its interest rate outlook. The interest rate outlook is developed by analyzing a variety of factors, such as current and expected U.S. economic growth; current and expected interest rates and inflation; and the Federal Reserve Board’s monetary policy. By developing an interest rate outlook and adjusting the portfolio’s maturity accordingly, the Adviser seeks to position the Fund to take advantage of yield enhancing opportunities.

 

Principal Risks

 

An investment in the Fund is not a deposit of BMO Harris Bank N.A. or any of its affiliates and is not insured or guaranteed by the FDIC or any other government agency. Although the Fund seeks

 

 

64    MONEY MARKET FUNDS


Table of Contents

 

 

BMO Tax-Free Money Market Fund (cont.)

 

 

to preserve the value of your investment at $1.00 per share, it is

possible to lose money by investing in the Fund. In addition, the Fund is subject to the following risks.

 

Interest Rate Risks. Prices of fixed income securities rise and fall in response to changes in the interest rate paid by similar securities. Generally, when interest rates rise, prices of fixed income securities fall. Interest rate changes have a greater effect on the price of fixed income securities with longer maturities.

 

Credit Risks. Credit risk is the possibility that an issuer will default on a security by failing to pay interest or principal when due. If an issuer defaults, the Fund may lose money. Lower credit ratings correspond to higher credit risk.

 

Call Risks. If the securities in which the Fund invests are redeemed by the issuer before maturity (or “called”), the Fund may have to reinvest the proceeds in securities that pay a lower interest rate, which may decrease the Fund’s yield. This will most likely happen when interest rates are declining.

 

Liquidity Risks. Liquidity risk refers to the possibility that the Fund may not be able to sell or buy a security or close out an investment contract at a favorable price or time. Consequently, the Fund may have to accept a lower price to sell a security, sell other securities to raise cash or give up an investment opportunity, any of which could have a negative effect on the Fund’s performance. Infrequent trading of securities also may lead to an increase in their price volatility.

 

Municipal Securities Risks. Municipal bonds are subject to risks based on many factors, including economic and regulatory developments, changes or proposed changes in the federal and state tax structure, deregulation, court rulings and other factors. The value of municipal securities may be affected more by supply and demand factors or the creditworthiness of the issuer than by market interest rates. Repayment of municipal securities depends on the ability of the issuer or project backing such securities to generate taxes or revenues. There is a risk that the interest on an otherwise tax-exempt municipal security may be subject to federal income tax.

 

Management Risks. The Adviser’s judgments about the attractiveness, value and potential appreciation of the Fund’s investments may prove to be incorrect. Accordingly, there is no guarantee that the investment techniques used by the Fund’s manager will produce the desired results.

 

Sector Risks. The Fund may invest its assets in municipal securities that finance similar projects, such as those relating to education, health care, transportation and utilities. To the extent the Fund invests its assets in a particular sector, the Fund’s performance may be more susceptible to any economic, business or other developments that generally affect that sector.

Fund Performance

 

The bar chart and table show the historical performance of the Fund’s shares and provide some indication of the risks of investing in the Fund. The bar chart shows how the Fund’s total returns have varied from year to year, while the table compares the Fund’s average annual total returns to the returns of an average of money funds with similar objectives and an index of funds with similar investment objectives. Please keep in mind that past performance does not represent how the Fund will perform in the future. Investors may obtain the Fund’s current 7-Day Net Yield or updated performance information at www.bmofundsus.com.

 

Class Y—Annual Total Returns (calendar years 2005-2010)

 

LOGO

 

The return for the Class Y shares of the Fund from January 1, 2011 through September 30, 2011 was 0.05%.

 

During the periods shown in the bar chart for the Fund:

 

    Quarter Ended      Returns  
Best quarter     9/30/2007         0.85
Worst quarter     12/31/2010         0.02

 

7-Day Net Yield as of December 31, 2010 was 0.17%.

 

Average Annual Total Returns through 12/31/10

 

     1 Year     5 Year     Since
Commencement
of Operations
 
Class Y (Commencement of Operations 9/23/04)      0.18     1.93     1.92
Class I (Commencement of Operations 6/30/05)      0.43     2.18     2.22
IMNTFNR (reflects deduction of fees and no deduction for sales charges or taxes)      0.04     1.59     1.61
LTEMMFI (reflects deduction of fees and no deduction for sales charges or taxes)      0.03     1.60     1.63
 

 

MONEY MARKET FUNDS      65   


Table of Contents

 

 

BMO Tax-Free Money Market Fund (cont.)

 

 

 

The iMoneyNet Money Fund Report Tax-Free National Retail Index (IMNTFNR) is an average of money funds with investment objectives similar to that of the Fund.

 

The Lipper Tax Exempt Money Market Funds Index (LTEMMFI) is an average of the 30 largest mutual funds in this Lipper category.

 

Management of the Fund

 

Adviser. M&I Investment Management Corp.

 

Portfolio Manager. Craig J. Mauermann, a Vice President and a Portfolio Manager of the Adviser, has managed the Fund since its inception in September 2004 and has been employed by the Adviser since 2004.

 

Purchase and Sale of Fund Shares

 

Minimums. To open an account, your first investment must be at least $1,000 for Class Y shares and $10 million for Class I shares. For Class Y, the minimum subsequent purchase amount is $50.

 

You may sell (redeem) your shares of the Fund on any day the Federal Reserve Bank of New York is open for business and, alternatively, on any day the U.S. government securities markets are open and the Fund’s portfolio manager determines sufficient liquidity exists in those markets in one of the following methods, depending on the elections you made in your account application:

 

Phone. Call 1-800-236-FUND (3863).

 

Wire/Electronic Transfer. Upon written request sent to the address below under “Mail,” redemption proceeds can be directly deposited by Electronic Funds Transfer or wired to your previously designated domestic commercial bank.

 

Mail. Send a written request, indicating your name, the Fund name, your account number and the number of shares or the dollar amount you want to redeem, to: BMO Funds U.S. Services, P.O. Box 55931, Boston, MA 02205-5931.

 

Systematic Withdrawal Program. If your account balance is at least $10,000, you may have predetermined amounts of at least $100 withdrawn from your account on a monthly or quarterly basis.

 

BMO Funds Website. Go to www.bmofundsus.com.

 

Checkwriting. Write a check in an amount of at least $250.

 

Tax Information

 

The Fund intends to distribute income exempt from federal income tax; however, a portion of the Fund’s distributions may be subject to federal income tax.

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

 

66    MONEY MARKET FUNDS


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BMO Prime Money Market Fund

 

 

Investment Objective:

 

To provide current income consistent with stability of principal.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

Shareholder Fees (fees paid directly from your investment)      Class Y         Class I   
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)      None         None   
Redemption Fee (as a percentage of amount redeemed, for shares held less than 30 days)      None         None   
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    
Management Fees      0.14%         0.14%   
Distribution (12b-1) Fees      None         None   
Other Expenses (1)      0.32%         0.07%   
Total Annual Fund Operating Expenses      0.46%         0.21%   
Fee Waiver and Expense Reimbursement (2)      0.01%         0.01%   
Total Annual Fund Operating Expenses After Fee Waiver and Expense
Reimbursement
(2)
     0.45%         0.20%   

 

(1) The expense information in the fee table has been restated to reflect that effective September 1, 2011, the Fund entered into a new transfer agency agreement.

 

(2) M&I Investment Management Corp. (Adviser) has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent class total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business and Acquired Fund Fees and Expenses) from exceeding 0.45% for Class Y and 0.20% for Class I through July 6, 2013. The Adviser may not terminate this arrangement prior to July 6, 2013 unless the investment advisory agreement is terminated.

 

Example

 

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are as shown in the table and remain the same. The costs in the one-year example and for the first year of

the three-, five-, and ten-year examples reflect the Adviser’s agreement to waive fees and reimburse expenses through July 6, 2013. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:

 

     Class Y      Class I  
1 Year    $ 46       $ 20   
3 Years    $ 147       $ 67   
5 Years    $ 257       $ 117   
10 Years    $ 576       $ 267   

 

Principal Investment Strategies

 

The Fund invests in high quality, short-term money market instruments, such as short-term commercial paper, corporate bonds and notes, asset-backed securities, bank instruments, demand and variable rate demand instruments, U.S. government obligations, municipal securities, repurchase agreements and funding agreements. The Fund may invest in U.S. dollar-denominated instruments issued by foreign governments, corporations and financial institutions. The securities in which the Fund invests must be rated in one of the two highest short-term rating categories by one or more nationally recognized statistical rating organizations or be determined by the Adviser to be of comparable quality to securities having such ratings. The Adviser uses a “bottom-up” approach, which evaluates debt securities of individual companies against the context of broader market factors such as the cyclical trend in interest rates, the shape of the yield curve and debt security supply factors.

 

Principal Risks

 

An investment in the Fund is not a deposit of BMO Harris Bank N.A. or any of its affiliates and is not insured or guaranteed by the FDIC or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. In addition, the Fund is subject to the following risks.

 

Interest Rate Risks. Prices of fixed income securities rise and fall in response to changes in the interest rate paid by similar securities. Generally, when interest rates rise, prices of fixed income securities fall. Interest rate changes have a greater effect on the price of fixed income securities with longer maturities.

 

Credit Risks. Credit risk is the possibility that an issuer or counterparty will default on a security or repurchase agreement by failing to pay interest or principal when due. If an issuer defaults, the Fund may lose money. Lower credit ratings correspond to higher credit risk.

 

Call Risks. If the securities in which the Fund invests are redeemed by the issuer before maturity (or “called”), the Fund

 

 

MONEY MARKET FUNDS      67   


Table of Contents

 

 

BMO Prime Money Market Fund (cont.)

 

 

may have to reinvest the proceeds in securities that pay a lower interest rate, which may decrease the Fund’s yield. This will most likely happen when interest rates are declining.

 

Liquidity Risks. Liquidity risk refers to the possibility that the Fund may not be able to sell or buy a security or close out an investment contract at a favorable price or time. Consequently, the Fund may have to accept a lower price to sell a security, sell other securities to raise cash or give up an investment opportunity, any of which could have a negative effect on the Fund’s performance. Infrequent trading of securities also may lead to an increase in their price volatility.

 

Asset-Backed Securities Risks. Asset-backed securities are subject to risks of prepayment. The Fund’s yield will be reduced if cash from prepaid securities is reinvested in securities with lower interest rates. Asset-backed securities may decline in value because of defaults on the underlying obligations.

 

Government Obligations Risks. No assurance can be given that the U.S. government will provide financial support to U.S. government-sponsored agencies or instrumentalities where it is not obligated to do so by law. As a result, there is risk that these entities will default on a financial obligation.

 

Municipal Securities Risks. Municipal bonds are subject to risks based on many factors, including economic and regulatory developments, changes or proposed changes in the federal and state tax structure, deregulation, court rulings and other factors. The value of municipal securities may be affected more by supply and demand factors or the creditworthiness of the issuer than by market interest rates. Repayment of municipal securities depends on the ability of the issuer or project backing such securities to generate taxes or revenues. There is a risk that the interest on an otherwise tax-exempt municipal security may be subject to federal income tax.

 

Foreign Securities Risks. The value of instruments of foreign issuers may be adversely affected by political, regulatory and economic developments, which developments may be similar to or greater than those experienced by domestic issuers. In addition, financial information relating to foreign issuers may be more limited than financial information generally available for domestic issuers.

 

Management Risks. The Adviser’s judgments about the attractiveness, value and potential appreciation of the Fund’s investments may prove to be incorrect. Accordingly, there is no guarantee that the investment techniques used by the Fund’s manager will produce the desired results.

 

Fund Performance

 

The bar chart and table show the historical performance of the Fund’s shares and provide some indication of the risks of investing in the Fund. The bar chart shows how the Fund’s total

returns have varied from year to year, while the table compares the Fund’s average annual total returns to the returns of an average of money funds with similar objectives and an index of funds with similar investment objectives. Please keep in mind that past performance does not represent how the Fund will perform in the future. Investors may obtain the Fund’s current 7-Day Net Yield or updated performance information at www.bmofundsus.com.

 

Annual Total Returns (calendar years 2001-2010)

 

LOGO

 

The return for the Class Y shares of the Fund from January 1, 2011 through September 30, 2011 was 0.01%.

 

During the periods shown in the bar chart for the Fund:

 

    Quarter Ended      Returns  
Best quarter     3/31/2001         1.40
Worst quarter     3/31/2010         0.00

 

7-Day Net Yield as of December 31, 2010 was 0.01%.

 

Class Y—Average Annual Total Returns through 12/31/10

 

     1 Year     5 Year     10 Year  
Class Y      0.02     2.57     2.32
Class I      0.22     2.82     2.57
IMNMFRA (reflects deduction of fees and no deduction for sales charges or taxes)      0.04     2.26     2.03
LMMFI (reflects deduction of fees and no deduction for sales charges or taxes)      0.03     2.37     2.10

 

The iMoneyNet Money Fund Report Averages (IMNMFRA) is an average of money funds with investment objectives similar to that of the Fund.

 

The Lipper Money Market Funds Index (LMMFI) is an average of the 30 largest mutual funds in this Lipper category.

 

 

68    MONEY MARKET FUNDS


Table of Contents

 

 

BMO Prime Money Market Fund (cont.)

 

 

 

Management of the Fund

 

Adviser. M&I Investment Management Corp.

 

Portfolio Manager. John D. Boritzke, a Senior Vice President and a Portfolio Manager of the Adviser, has managed the Fund since April 2010 and has been employed by the Adviser since November 1983.

 

Purchase and Sale of Fund Shares

 

Minimums. To open an account, your first investment must be at least $1,000 for Class Y shares and $10 million for Class I shares. For Class Y, the minimum subsequent purchase amount is $50.

 

You may sell (redeem) your shares of the Fund on any day the Federal Reserve Bank of New York is open for business and, alternatively, on any day the U.S. government securities markets are open and the Fund’s portfolio manager determines sufficient liquidity exists in those markets in one of the following methods, depending on the elections you made in your account application:

 

Phone. Call 1-800-236-FUND (3863).

 

Wire/Electronic Transfer. Upon written request sent to the address below under “Mail,” redemption proceeds can be directly deposited by Electronic Funds Transfer or wired to your previously designated domestic commercial bank.

 

Mail. Send a written request, indicating your name, the Fund name, your account number and the number of shares or the dollar amount you want to redeem, to: BMO Funds U.S. Services, P.O. Box 55931, Boston, MA 02205-5931.

 

Systematic Withdrawal Program. If your account balance is at least $10,000, you may have predetermined amounts of at least $100 withdrawn from your account on a monthly or quarterly basis.

 

BMO Funds Website. Go to www.bmofundsus.com.

 

Checkwriting. Write a check in an amount of at least $250.

 

Tax Information

 

The Fund intends to make distributions that are expected to be taxed primarily as ordinary income for federal income tax purposes.

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

 

MONEY MARKET FUNDS      69   


Table of Contents

 

Additional Information Regarding Principal Investment Strategies and Risks

 

 

Each Fund’s investment objective is non-fundamental and may be changed without shareholder approval. In implementing their respective investment objectives, the Funds may invest in the following securities and use the following transactions and investment techniques as part of their principal investment strategies. Some of these securities, transactions and investment techniques involve special risks, which are described below. Each Fund that has adopted a non-fundamental policy to invest at least 80% of its assets in the types of securities suggested by such Fund’s name will provide shareholders with at least 60 days’ notice of any change in this policy. The ULTRA SHORT TAX-FREE FUND, INTERMEDIATE TAX-FREE FUND and TAX-FREE MONEY MARKET FUND, which have each adopted a fundamental policy to invest at least 80% of its assets in the types of securities suggested by its name, may only change this policy with shareholder approval.

 

     

Large-Cap

Value

    Dividend
Income
   

Large-Cap

Growth

   

Large-Cap

Focus

   

Mid-Cap

Value

    Mid-Cap
Growth
   

Small-Cap

Value

    Small-Cap
Growth
   

Pyrford
International

Stock

    Lloyd
George
Emerging
Markets
Equity
    Pyrford
Global
Strategic
Return
 
Equity Securities:                                                                   
Common Stocks   ü        ü        ü        ü        ü        ü        ü        ü        ü        ü        ü     
Foreign Securities                                                                   ü        ü        ü     
Fixed Income Securities:                                                                                        
Sovereign Debt                                                                                   ü     

 

      Ultra
Short
Tax-Free
    Short-
Term
Income
    Short
Intermediate
Bond
    Intermediate
Tax-
Free
    Government
Income
    TCH
Corporate
Income
    Aggregate
Bond
    TCH
Core
Plus
Bond
    Monegy
High
Yield
Bond
   

Government

Money

Market

    Tax-Free
Money
Market
    Prime
Money
Market
 
Fixed
Income
Securities:
                                                                           
Asset-Backed/
Mortgage-
Backed
Securities
          ü        ü                ü        ü        ü        ü                                ü     
Bank
Instruments
          ü                                                        ü                        ü     
Commercial Paper   ü                                                                ü                ü        ü     
Convertible Securities                                           ü                        ü                             
Corporate
Debt Securities
  ü        ü        ü        ü                ü        ü        ü        ü                        ü     
Demand Instruments   ü                                                                                ü        ü     
Dollar Rolls           ü        ü                ü                ü                                             
Foreign
Securities
                                          ü                ü        ü                        ü     
Funding Agreements                                                                                           ü     
High Yield Securities   ü                                        ü                ü        ü                             
Municipal Securities   ü                        ü                                                        ü        ü     
Repurchase Agreements           ü        ü                ü                                                        ü     
U.S.
Government Securities
  ü        ü        ü        ü        ü        ü        ü        ü        ü                        ü     
Variable
Rate
Demand Instruments
  ü                        ü                                                ü        ü        ü     

 

70    ADDITIONAL INFORMATION REGARDING PRINCIPAL INVESTMENT STRATEGIES AND RISKS


Table of Contents

 

 

Additional Information Regarding Principal Investment Strategies and Risks (cont.)

 

 

 

Equity Securities

 

An investment in the equity securities of a company represents a proportionate ownership interest in that company. Common stocks and other equity securities generally increase or decrease in value based on the earnings of a company and on general industry and market conditions. A fund that invests a significant amount of its assets in common stocks and other equity securities is likely to have greater fluctuations in share price than a fund that invests a significant portion of its assets in fixed income securities. Companies generally have discretion as to the payment of any dividends or distributions.

 

Common Stocks . Common stocks are the most prevalent type of equity securities. Holders of common stock of an issuer are entitled to receive the issuer’s earnings only after the issuer pays its creditors and any preferred shareholders. As a result, changes in the issuer’s earnings have a direct impact on the value of its common stock.

 

Foreign Securities . Foreign securities include securities:

 

 

of issuers domiciled outside of the United States, including securities issued by foreign governments,

 

 

that primarily trade on a foreign securities exchange or in a foreign market, or

 

 

that are subject to substantial foreign risk based on factors such as whether a majority of an issuer’s revenue is earned outside of the United States and whether an issuer’s principal business operations are located outside of the United States.

 

Fixed Income Securities and Transactions

 

Fixed income securities pay interest, dividends or distributions at a specified rate. The rate may be a fixed percentage of the principal or adjusted periodically. The issuer of a fixed income security must repay the principal amount of the security, normally within a specified time. Fixed income securities generally provide more regular income than equity securities. However, the returns on fixed income securities are limited and normally do not increase with the issuer’s earnings. This limits the potential appreciation of fixed income securities as compared to equity securities.

 

Certain fixed income securities may be supported by credit enhancements. A credit enhancement is an arrangement in

which a company agrees to pay amounts due on a fixed income security if the issuer defaults. In some cases the company providing the credit enhancement makes all payments directly to the security holders and receives reimbursement from the issuer. Normally, the credit enhancer has greater financial resources and liquidity than the issuer. For this reason, the Adviser usually evaluates the credit risk of a fixed income security based solely upon its credit enhancement.

 

Asset-Backed/Mortgage-Backed Securities . Asset-backed securities are payable from pools of obligations other than mortgages. Most asset-backed securities involve consumer or commercial debts with maturities of less than ten years. However, almost any type of fixed income assets (including other fixed income securities) may be used to create an asset-backed security. Asset-backed securities may take the form of commercial paper, notes or pass-through certificates. Asset-backed securities have prepayment risks.

 

Mortgage-backed securities represent interests in pools of mortgages. The mortgages that comprise a pool normally have similar interest rates, maturities and other terms. Mortgages may have fixed or adjustable interest rates.

 

Mortgage-backed securities come in a variety of forms. Many have extremely complicated terms. The simplest form of a mortgage-backed security is a pass-through certificate. An issuer of a pass-through certificate gathers monthly payments from an underlying pool of mortgages. Then, the issuer deducts its fees and expenses and passes the balance of the payments on to the certificate holders once a month. Holders of pass-through certificates receive a pro-rata share of all payments and pre-payments from the underlying mortgages. As a result, the holders assume all the prepayment risks of the underlying mortgages.

 

Mortgage-backed securities may be issued or guaranteed by Ginnie Mae, Fannie Mae and Freddie Mac, but also may be issued or guaranteed by other issuers, including private companies. The Adviser treats mortgage-backed securities guaranteed by a government-sponsored entity as if issued or guaranteed by a federal agency. Although such a guarantee protects against credit risks, it does not reduce market and prepayment risks.

 

 

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Table of Contents

 

 

Additional Information Regarding Principal Investment Strategies and Risks (cont.)

 

 

 

Bank Instruments . Bank instruments are unsecured interest-bearing deposits with banks. Bank instruments include bank accounts, time deposits, certificates of deposit and banker’s acceptances. Instruments denominated in U.S. dollars and issued by U.S. branches of foreign banks are referred to as Yankee dollar instruments. Instruments denominated in U.S. dollars and issued by non-U.S. branches of U.S. or foreign banks are commonly referred to as Eurodollar instruments.

 

Commercial Paper . Commercial paper represents an issuer’s obligation with a maturity of less than nine months. Companies typically issue commercial paper to pay for current expenditures. Most issuers constantly reissue their commercial paper and use the proceeds (or bank loans) to repay maturing paper. If the issuer cannot continue to obtain liquidity in this fashion, its commercial paper may default. The short maturity of commercial paper reduces both the interest rate and credit risks as compared to other debt securities of the same issuer.

 

Convertible Securities . Convertible securities are fixed income securities that a Fund has the option to exchange for equity securities at a specified conversion price.

 

Corporate Debt Securities . Corporate debt securities are fixed income securities issued by businesses. The credit risks of corporate debt securities vary widely among issuers.

 

Demand Instruments . Demand instruments are corporate debt securities that the issuer must repay upon demand. Other demand instruments require a third party, such as a dealer or bank, to repurchase the security for its face value upon demand. The Adviser treats demand instruments as short-term securities, even though their stated maturity may extend beyond one year.

 

Dollar Rolls . Dollar rolls are transactions in which a Fund sells mortgage-backed securities with a commitment to buy similar, but not identical, mortgage-backed securities on a future date at a lower price. Normally, one or both securities involved are “to be announced” mortgage-backed securities or “TBAs.” Dollar rolls are subject to interest rate risks and credit risks. These transactions may create leverage risks. Dollar roll transactions will cause a Fund to have an increased portfolio turnover rate.

Foreign Securities . Foreign securities include securities:

 

 

of issuers domiciled outside of the United States, including securities issued by foreign governments,

 

 

that primarily trade on a foreign securities exchange or in a foreign market, or

 

 

that are subject to substantial foreign risk based on factors such as whether a majority of an issuer’s revenue is earned outside of the United States and whether an issuer’s principal business operations are located outside of the United States.

 

Funding Agreements . Funding Agreements (Agreements) are investment instruments issued by U.S. insurance companies. Pursuant to such Agreements, a Fund may make cash contributions to a deposit fund of the insurance company’s general or separate accounts. The insurance company then credits guaranteed interest to a Fund. The insurance company may assess periodic charges against an Agreement for expense and service costs allocable to it, and the charges will be deducted from the value of the deposit fund. The purchase price paid for an Agreement becomes part of the general assets of the issuer. A Fund will only purchase Agreements from issuers that meet quality and credit standards established by the Adviser. Generally, Agreements are not assignable or transferable without the permission of the issuing insurance companies, and an active secondary market in Agreements does not currently exist. Also, a Fund may not have the right to receive the principal amount of an Agreement from the insurance company on seven days’ notice or less. Therefore, Agreements are typically considered to be illiquid investments.

 

High Yield Securities . High yield securities are debt securities that are rated below investment-grade. While high yield securities may offer higher yields than investment-grade securities, they are predominantly considered to have speculative characteristics and are sometimes called “junk bonds.”

 

Municipal Securities . Municipal securities, including municipal bonds and notes, are fixed income securities issued by states, counties, cities and other political subdivisions and authorities. Municipal notes are short-term tax-exempt securities. Many municipalities issue such notes to fund their current operations before collecting taxes or other municipal

 

 

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revenues. Municipalities also may issue notes to fund capital projects prior to issuing long-term bonds. Issuers typically repay the notes at the end of their fiscal year, either with taxes, other revenues or proceeds from newly issued notes or bonds. Municipal securities may also be issued by industrial and economic development authorities, school and college authorities, housing authorities, healthcare facility authorities, municipal utilities, transportation authorities and other public agencies. The market categorizes tax-exempt securities by their source of repayment. Although many municipal securities are exempt from federal income tax, municipalities also may issue taxable securities in which the Funds may invest.

 

Repurchase Agreements . Repurchase agreements are transactions in which a Fund buys a security from a dealer or bank and agrees to sell the security back at a mutually agreed upon time and price. The repurchase price exceeds the sale price, reflecting a Fund’s return on the transaction. This return is unrelated to the interest rate on the underlying security. A Fund will enter into repurchase agreements only with banks and other recognized financial institutions, such as securities dealers, deemed creditworthy by the Adviser. The Fund’s custodian will take possession of the securities subject to repurchase agreements. The Adviser and custodian will monitor the value of the underlying security each day to ensure that the value of the security always equals or exceeds the repurchase price. Repurchase agreements are subject to credit risks.

 

Sovereign Debt . Sovereign debt obligations are issued or guaranteed by foreign governments or their agencies and may be in the form of conventional securities or other types of debt instruments, such as loans or loan participations. Investment in sovereign debt may involve a high degree of risk due to the inability of governmental entities to repay the principal or interest when due.

 

U.S. Government Securities . U.S. government securities include direct obligations of the U.S. government, including U.S. Treasury bills, notes, and bonds of varying maturities, and those issued or guaranteed by various U.S. government agencies and instrumentalities. Treasury securities are generally regarded as having the lowest credit risks. Agency securities are issued or guaranteed by a federal agency or other

government-sponsored entity acting under federal authority. Securities issued by certain government entities are supported by the full faith and credit of the United States. Such entities include Ginnie Mae, Small Business Administration, Farm Credit System Financial Assistance Corporation, Farmers Home Administration, Federal Financing Bank, General Services Administration, and Washington Metropolitan Area Transit Authority. Other government entities receive support through federal subsidies, loans or other benefits. Some government entities have no explicit financial support from the U.S. government, but are regarded as having implied support because the federal government sponsors their activities. Such entities include the Farm Credit Administration and the Financing Corporation.

 

Variable Rate Demand Instruments . Variable rate demand instruments are securities that require the issuer or a third party, such as a dealer or bank, to repurchase the security for its face value upon demand. The securities also pay interest at a variable rate intended to cause the securities to trade at their face value. The MONEY MARKET FUNDS treat demand instruments as short-term securities, because their variable interest rate adjusts in response to changes in market rates, even though their stated maturity may extend beyond 397 days.

 

Other Investment Companies . A Fund may invest in securities issued by other investment companies, which may include exchange-traded funds. If a Fund invests in other investment companies, the Fund will bear its proportionate share of the other investment company’s fees and expenses.

 

Investment Techniques

 

Securities Lending . Certain Funds may lend portfolio securities to borrowers that the Adviser deems creditworthy. In return, a Fund receives cash or liquid securities from the borrower as collateral. The borrower must furnish additional collateral if the market value of the loaned securities increases. Also, the borrower must pay a Fund the equivalent of any dividends or interest received on the loaned securities. Any dividend equivalent payments will not be treated as “qualified dividend income” for federal income tax purposes and will generally be taxable as ordinary income for federal income tax purposes.

 

 

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A Fund will reinvest cash collateral in securities that qualify as an acceptable investment for the Fund. However, the Fund must pay interest to the borrower for the use of cash collateral.

 

Loans are subject to termination at the option of a Fund or the borrower. A Fund will not have the right to vote on securities while they are on loan, but it may terminate a loan in anticipation of any important vote. A Fund may pay administrative and custodial fees in connection with a loan and may pay a negotiated portion of the interest earned on the cash collateral to a securities lending agent or broker. Securities lending activities are subject to interest rate risks and credit risks.

 

Temporary Defensive Investments . To minimize potential losses and maintain liquidity to meet shareholder redemptions during adverse market conditions, each Fund (except the MONEY MARKET FUNDS) may temporarily use a different investment strategy by investing up to 100% of its assets in cash or short-term, high quality money market instruments (for example, commercial paper and repurchase agreements). This may cause a Fund to temporarily forgo greater investment returns for the safety of principal. When so invested, a Fund may not achieve its investment objective.

 

Additional Principal Risk Information

 

Asset-Backed/Mortgage-Backed Securities Risks . (SHORT-TERM INCOME FUND, SHORT-INTERMEDIATE BOND FUND, GOVERNMENT INCOME FUND, TCH CORPORATE INCOME FUND, AGGREGATE BOND FUND, TCH CORE PLUS BOND FUND, PRIME MONEY MARKET FUND) Asset-backed and mortgage-backed securities are subject to risks of prepayment. This is more likely to occur when interest rates fall because many borrowers refinance mortgages to take advantage of more favorable rates. Prepayments on mortgage-backed securities are also affected by other factors, such as the volume of home sales. A Fund’s yield will be reduced if cash from prepaid securities is reinvested in securities with lower interest rates. The risk of prepayment also may decrease the value of mortgage-backed securities. Asset-backed securities may have a higher level of default and recovery risk than mortgage-backed securities. However, both of these types of securities may decline in value because of mortgage foreclosures or defaults on the underlying obligations.

Credit risk is greater for mortgage-backed securities that are subordinate to another security (i.e., if the holder of a mortgage-backed security is entitled to receive payments only after payment obligations to holders of the other security are satisfied). The more deeply subordinate the security, the greater the credit risk associated with the security will be. Mortgage-backed securities issued by private issuers, whether or not such obligations are subject to guarantees by the private issuer, may entail greater risk than mortgage-backed securities guaranteed by the U.S. government. The performance of mortgage-backed securities issued by private issuers generally depends on the financial health of those institutions and the performance of the mortgage pool backing such securities. An unexpectedly high rate of defaults on mortgages held by a mortgage pool may limit substantially the pool’s ability to make payments of principal or interest to the holder of such mortgage-backed securities, particularly if such securities are subordinated, thereby reducing the value of such securities and in some cases rendering them worthless. In addition, there can be no assurance that private insurers or guarantors providing credit enhancements can meet their obligations. Recent market events have caused the markets for asset-backed and mortgage-backed securities to experience significantly lower valuations and reduced liquidity.

 

Call Risks . (INCOME FUNDS, MONEY MARKET FUNDS) If the securities in which a Fund invests are redeemed by the issuer before maturity (or “called”), the Fund may have to reinvest the proceeds in securities that pay a lower interest rate, which may decrease the Fund’s yield. This will most likely happen when interest rates are declining.

 

Credit Risks . (PYRFORD GLOBAL STRATEGIC RETURN FUND, INCOME FUNDS, MONEY MARKET FUNDS) Credit risk is the possibility that an issuer will default on a security by failing to pay interest or principal when due. If an issuer defaults, a Fund may lose money. Many fixed income securities receive credit ratings from services such as Standard & Poor’s and Moody’s Investors Service. These services assign ratings to securities by assessing the likelihood of issuer default. Lower credit ratings correspond to higher credit risk. If a security has not received a rating, a Fund must rely entirely upon the Adviser’s credit assessment.

 

 

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Fixed income securities generally compensate for greater credit risk by paying interest at a higher rate. The difference between the yield of a security and the yield of a U.S. Treasury security with a comparable maturity (the spread) measures the additional interest paid for risk. Spreads may increase generally in response to adverse economic or market conditions. A security’s spread also may increase if the security’s rating is lowered, or the security is perceived to have an increased credit risk. An increase in the spread will cause the price of the security to decline.

 

Credit risk includes the possibility that a party to a transaction involving a Fund will fail to meet its obligations. This could cause the Fund to lose the benefit of the transaction or prevent the Fund from selling or buying other securities to implement its investment strategy. Credit markets are currently experiencing greater volatility due to recent market events as noted below.

 

Investment Ratings . When a Fund invests in investment grade bonds or other debt securities or convertible securities, some may be rated in the lowest investment grade category (i.e., BBB or Baa). Bonds rated lower than BBB by Standard & Poor’s or Baa by Moody’s Investors Service have speculative characteristics. The Adviser will determine the credit quality of unrated bonds, which may have greater risk (but a potentially higher yield) than comparably rated bonds. If a bond is downgraded, the Adviser will re-evaluate the bond and determine whether the bond should be retained or sold. The securities in which the MONEY MARKET FUNDS invest must be rated in one of the two highest short-term rating categories by one or more NRSROs or be determined by the Adviser to be of comparable quality to securities having such ratings.

 

Company Size Risks . (MID-CAP VALUE FUND, MID-CAP GROWTH FUND, SMALL-CAP VALUE FUND, SMALL-CAP GROWTH FUND, PYRFORD INTERNATIONAL STOCK FUND, LLOYD GEORGE EMERGING MARKETS EQUITY FUND, PYRFORD GLOBAL STRATEGIC RETURN FUND) Generally, the smaller the market capitalization of a company, the fewer the number of shares traded daily, the less liquid its stock and the more volatile its price. Market capitalization is determined by multiplying the number of a company’s outstanding shares by the current market price per share. Companies with smaller

market capitalizations also tend to have unproven track records, a limited product or service base and limited access to capital. These factors also increase risks and make these companies more likely to fail than companies with larger market capitalizations.

 

Foreign Securities Risks . (PYRFORD INTERNATIONAL STOCK FUND, LLOYD GEORGE EMERGING MARKETS EQUITY FUND, PYRFORD GLOBAL STRATEGIC RETURN FUND, TCH CORPORATE INCOME FUND, TCH CORE PLUS BOND FUND, MONEGY HIGH YIELD BOND FUND, PRIME MONEY MARKET FUND) Investing in foreign securities may involve additional risks, including currency-rate fluctuations, political and economic instability, differences in financial reporting standards, less-strict regulation of the securities markets and possible imposition of foreign withholding taxes. Furthermore, a Fund may incur higher costs and expenses when making foreign investments, which will affect the Fund’s total return.

 

Foreign issuers and foreign entities providing credit support or a maturity-shortening structure can involve increased risks. The value of instruments of foreign issuers may be adversely affected by political, regulatory and economic developments. In addition, financial information relating to foreign issuers may be more limited than financial information generally available for domestic issuers.

 

Foreign securities may be denominated in foreign currencies. Therefore, the value of a Fund’s assets and income in U.S. dollars may be affected by changes in exchange rates and regulations, since exchange rates for foreign currencies change daily. The combination of currency risk and market risk tends to make securities traded in foreign markets more volatile than securities traded exclusively in the United States. Although each Fund values its assets daily in U.S. dollars, the Fund will not convert its holdings of foreign currencies to U.S. dollars daily. Therefore, each Fund may be exposed to currency risks over an extended period of time.

 

Emerging Markets Risks . (PYRFORD INTERNATIONAL STOCK FUND, LLOYD GEORGE EMERGING MARKETS EQUITY FUND, PYRFORD GLOBAL STRATEGIC RETURN FUND, TCH CORE PLUS BOND FUND) Investments in emerging markets can involve

 

 

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risks in addition to and greater than those generally associated with investing in more developed foreign markets. The extent of economic development, political stability, market depth, infrastructure, capitalization and regulatory oversight can be less than in more developed markets. Emerging market economies can be subject to greater social, economic, regulatory and political uncertainties. All of these factors can make emerging market securities more volatile and potentially less liquid than securities issued in more developed markets.

 

Government Obligations Risks . (SHORT-TERM INCOME FUND, SHORT-INTERMEDIATE BOND FUND, GOVERNMENT INCOME FUND, TCH CORPORATE INCOME FUND, AGGREGATE BOND FUND, TCH CORE PLUS BOND FUND, GOVERNMENT MONEY MARKET FUND, PRIME MONEY MARKET FUND) No assurance can be given that the U.S. government will provide financial support to U.S. government-sponsored agencies or instrumentalities where it is not obligated to do so by law. As a result, there is risk that these entities will default on a financial obligation. For instance, securities issued by Ginnie Mae are supported by the full faith and credit of the U.S. government. Securities issued by Fannie Mae and Freddie Mac have historically been supported only by the discretionary authority of the U.S. government. Fannie Mae and Freddie Mac have been in conservatorship since 2008. Securities issued by the Student Loan Marketing Association (Sallie Mae) are supported only by the credit of that agency.

 

High Yield Securities Risks . (ULTRA SHORT TAX-FREE FUND, SHORT-TERM INCOME FUND, TCH CORPORATE INCOME FUND, TCH CORE PLUS BOND FUND, MONEGY HIGH YIELD BOND FUND) High yield securities, also referred to as “junk bonds” or non-investment grade securities, are debt securities rated lower than BBB by Standard & Poor’s or Baa by Moody’s Investor Service. These securities tend to be more sensitive to economic conditions than are higher-rated securities. As a result, they generally involve more credit risk than securities in the higher-rated categories and are predominantly considered to be speculative. During an economic downturn or a sustained period of rising interest rates, highly leveraged issuers of high yield securities may experience financial stress and may not have sufficient revenues to meet their payment obligations. The risk of loss due to default by an issuer of these

securities is significantly greater than issuers of higher-rated securities because such securities are generally unsecured and are often subordinated to other creditors. A Fund may have difficulty disposing of certain high yield securities because there may be a thin trading market for such securities. To the extent a secondary trading market does exist, it is generally not as liquid as the secondary market for higher-rated securities. Periods of economic uncertainty generally result in increased volatility in the market prices of these securities and thus in the Fund’s net asset value.

 

Income Risks . (DIVIDEND INCOME FUND, PYRFORD GLOBAL STRATEGIC RETURN FUND, MONEGY HIGH YIELD BOND FUND) The income shareholders receive from a Fund is based primarily on the dividends and interest the Fund earns from its investments, which can vary widely over the short- and long-term. If prevailing market interest rates drop, distribution rates of a Fund’s preferred stock holdings and any bond holdings could drop as well. A Fund’s income also would likely be affected adversely when prevailing short-term interest rates increase.

 

Interest Rate Risks . (PYRFORD GLOBAL STRATEGIC RETURN FUND, INCOME FUNDS, MONEY MARKET FUNDS) Prices of fixed income securities rise and fall in response to changes in the interest rate paid by similar securities. Generally, when interest rates rise, prices of fixed income securities fall. However, market factors, such as the demand for particular fixed income securities, may cause the price of certain fixed income securities to fall while the prices of other securities rise or remain unchanged. Interest rate changes have a greater effect on the price of fixed income securities with longer maturities.

 

Investments in Other Investment Companies Risks . The Funds may invest in securities issued by other investment companies, including exchange-traded funds. By investing in another investment company, there is a risk that the value of the underlying securities of the investment company may decrease. The Fund will also bear its proportionate share of the other investment company’s fees and expenses (including management fees, administration fees, and custodian fees) in addition to the fees and expenses of the Fund.

 

 

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Liquidity Risks . (PYRFORD GLOBAL STRATEGIC RETURN FUND, INCOME FUNDS, MONEY MARKET FUNDS) Trading opportunities are more limited for fixed income securities that have not received any credit ratings, have received ratings below investment grade or are not widely held. These features may make it more difficult to sell or buy a security at a favorable price or time. Consequently, a Fund may have to accept a lower price to sell a security, sell other securities to raise cash or give up an investment opportunity, any of which could have a negative effect on the Fund’s performance. Infrequent trading of securities also may lead to an increase in their price volatility.

 

Liquidity risk also refers to the possibility that a Fund may not be able to sell a security or close out an investment contract when it wants to. If this happens, the Fund will be required to continue to hold the security or keep the position open, and the Fund could incur losses. Recent market events have caused the markets for some of the securities in which the Funds invest to experience reduced liquidity.

 

Management Risks . The Adviser’s or sub-adviser’s judgments about the attractiveness, value and potential appreciation of a Fund’s investments may prove to be incorrect. Accordingly, there is no guarantee that the investment techniques used by the Funds’ managers will produce the desired results.

 

Municipal Securities Risks . (ULTRA SHORT TAX-FREE FUND, INTERMEDIATE TAX-FREE FUND, TAX-FREE MONEY MARKET FUND, PRIME MONEY MARKET FUND) Certain types of municipal bonds are subject to risks based on many factors, including economic and regulatory developments, changes or proposed changes in the federal and state tax structure, deregulation, court rulings and other factors. Local political and economic factors also may adversely affect the value and liquidity of municipal securities held by the Fund. The value of municipal securities may be affected more by supply and demand factors or the creditworthiness of the issuer than by market interest rates. Repayment of municipal securities depends on the ability of the issuer or project backing such securities to generate taxes or revenues. There is a risk that the interest on an otherwise tax-exempt municipal security may be subject to federal income tax.

Portfolio Turnover Risks . (LARGE-CAP GROWTH FUND, ULTRA SHORT TAX-FREE FUND, SHORT-TERM INCOME FUND, SHORT-INTERMEDIATE BOND FUND, GOVERNMENT INCOME FUND, AGGREGATE BOND FUND) A Fund’s portfolio turnover rate may vary from year to year. A high portfolio rate (100% or more) may result in the realization and distribution to shareholders of a greater amount of capital gains than if the Fund had a low portfolio turnover rate. Therefore, you may have higher tax liability. High portfolio turnover may also result in higher transaction costs (such as brokerage commissions), which may negatively affect a Fund’s performance.

 

Sector Risks . (EQUITY FUNDS, ULTRA SHORT TAX-FREE FUND, INTERMEDIATE TAX-FREE FUND, PYRFORD GLOBAL STRATEGIC RETURN FUND, TAX-FREE MONEY MARKET FUND) Sector risk is the possibility that a certain sector may underperform other sectors or the market as a whole. As a Fund invests more of its assets in a particular sector, the Fund’s performance may be more susceptible to any economic, business or other developments that generally affect that sector.

 

Sovereign Debt Risks . (PYRFORD GLOBAL STRATEGIC RETURN FUND) Investment in sovereign debt may involve a high degree of risk due to the inability of governmental entities to repay the principal or interest when due. Financial markets have recently experienced increased volatility due to the uncertainty surrounding the sovereign debt of certain European countries.

 

Stock Market Risks . (EQUITY FUNDS, PYRFORD GLOBAL STRATEGIC RETURN FUND) The Funds are subject to fluctuations in the stock market, which has periods of increasing and decreasing values. Stocks are more volatile than debt securities. Greater volatility increases risk. If the value of a Fund’s investments goes down, you may lose money.

 

Style Risks . (LARGE-CAP VALUE FUND, DIVIDEND INCOME FUND, MID-CAP VALUE FUND, SMALL-CAP VALUE FUND, PYRFORD INTERNATIONAL STOCK FUND, PYRFORD GLOBAL STRATEGIC RETURN FUND) Investments in value stocks are subject to the risk that their intrinsic values may never be realized by the market, that a stock judged to be undervalued may actually be appropriately priced, or that their prices may decline, even though in theory they are already undervalued.

 

 

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Value stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks (e.g., growth stocks). Consequently, while value stocks tend to be inexpensive relative to their earnings or assets compared to other types of stocks, they can continue to be inexpensive for long periods of time and may not ever realize their full value.

 

(LARGE-CAP GROWTH FUND, MID-CAP GROWTH FUND, SMALL-CAP GROWTH FUND) Due to their relatively high valuations, growth stocks are typically more volatile than value stocks. For instance, the price of a growth stock may experience a larger decline on a forecast of lower earnings, a negative fundamental development, or an adverse market development. Further, growth stocks may not pay dividends or may pay lower dividends than value stocks. This means they depend more on price changes for returns and may be more adversely affected in a down market compared to value stocks that pay higher dividends.

In addition to the above principal risks, in recent years the U.S. and international markets experienced dramatic volatility, lower valuations and reduced liquidity. As a result, many of the risks affecting the Funds may be increased. Furthermore, although the Funds do not intend to invest for the purpose of seeking short-term profits, securities may be sold without regard to the length of time they have been held when the Funds’ Adviser or sub-adviser believes it is appropriate to do so in light of a Fund’s investment objective. As a result, certain Funds may have high turnover rates (e.g., in excess of 100%). A higher portfolio turnover rate increases transaction expenses that may be borne directly by a Fund (and thus, indirectly by its shareholders), and affects Fund performance. In addition, a high rate of portfolio turnover may result in the realization of larger amounts of capital gains that, when distributed, are taxable to shareholders.

 

 

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How to Buy Shares

 

 

Who Can Invest in the BMO Funds ? Only adult U.S. citizens/residents or a U.S. entity may invest in the BMO Funds, as long as they have a valid U.S. taxpayer identification (social security or employer identification) number. You may not place transactions in your account for the benefit of any person other than yourself (except for a transfer of shares to another account). If the Funds determine that the registered owner of an account has permitted another person or entity who is not the registered or beneficial owner of the account to hold shares through that account, the Funds may reject future purchases in that account and any related accounts.

 

Shares of the Funds are qualified for sale only in the U.S. and its territories and possessions. The Funds generally do not sell shares to investors residing outside the U.S., even if they are U.S. citizens or lawful permanent residents, except to investors with U.S. military APO or FPO addresses.

 

When Can Shares Be Purchased ? You can buy the shares of a Fund (other than the MONEY MARKET FUNDS), on any day the New York Stock Exchange (NYSE) is open for regular session trading. You can buy the shares of the MONEY MARKET FUNDS on any day the Federal Reserve Bank of New York (Federal Reserve) is open for business and, alternatively, on any day the U.S. government securities markets are open and the MONEY MARKET FUND’s portfolio manager determines sufficient liquidity exists in those markets. The NYSE and Federal Reserve are both closed on most national holidays. The NYSE also is closed on Good Friday. The Federal Reserve also is closed on Columbus Day and Veterans Day.

 

When you deliver your transaction request in proper form and it is accepted by the BMO Funds, or its authorized agent, your transaction is processed at the next determined net asset value (NAV). The NAV is calculated for each of the Funds (other than the MONEY MARKET FUNDS) at the end of regular trading (normally 3:00 p.m. Central Time) each day the NYSE is open. The NAV for the TAX-FREE MONEY MARKET FUND is determined daily at 11:00 a.m. (Central Time). The NAV for the PRIME MONEY MARKET FUND and GOVERNMENT MONEY MARKET FUND is determined daily at 4:00 p.m. (Central Time). For purchase orders for the GOVERNMENT MONEY MARKET FUND and PRIME MONEY MARKET FUND that are received after 3:00 p.m. but before 4:00 p.m. (Central Time), BMO Funds U.S. Services will use its best efforts to accept and process such

purchase orders that day; however, there is no guarantee that BMO Funds U.S. Services will be able to do so. All purchase orders received in proper form and accepted by the time a Fund’s NAV is calculated will receive that day’s NAV, regardless of when the order is processed. If the U.S. government securities markets close early, the MONEY MARKET FUNDS reserve the right to determine their NAV at earlier times under those circumstances.

 

How is NAV Calculated ? Each class’s NAV per share is the value of a single share of the class. It is computed for each class of a Fund by totaling the class’s pro rata share of the value of the Fund’s investments, cash and other assets, subtracting the class’s pro rata share of the value of the Fund’s general liabilities and the liabilities specifically allocated to the class, then dividing the result by the number of shares of that class outstanding. For purposes of calculating the NAV, securities transactions and shareholder transactions are accounted for no later than one business day after the trade date.

 

The MONEY MARKET FUNDS use the amortized cost method to value portfolio securities in accordance with Rule 2a-7 under the Investment Company Act of 1940 to determine their respective NAVs. In determining the NAV for all other Funds, listed equity securities are valued each trading day at the last sale price or official closing price reported on a national securities exchange, including NASDAQ. Securities listed on a foreign exchange are valued each trading day at the last closing price on the principal exchange on which they are traded immediately prior to the time for determination of NAV or at fair value as discussed below.

 

Equity securities without a reported trade, U.S. government securities, listed corporate bonds, other fixed income and asset-backed securities with maturities of 60 days or more, unlisted securities and private placement securities are generally valued at the mean of the latest bid and asked price as furnished by an independent pricing service. Fixed income securities that are not exchange traded are valued by an independent pricing service, taking into consideration yield, liquidity, risk, credit quality, coupon, maturity, type of issue and any other factors or market data the pricing service deems relevant. Fixed income securities with remaining maturities of 60 days or less at the time of purchase are valued at amortized cost, which approximates fair value. Investments in other open-end registered investment companies are valued at net asset value.

 

 

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How to Buy Shares (cont.)

 

 

 

Securities or other assets for which market valuations are not readily available, or are deemed to be inaccurate, are valued at fair value as determined in good faith using methods approved by the Board. The Board oversees a Pricing Committee, which is responsible for determinations of fair value, subject to the supervision of the Board. In determining fair value, the Pricing Committee takes into account all information available and any factors it deems appropriate. Consequently, the price of securities used by a Fund to calculate its NAV may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments. It is possible that the fair value determined for a security is materially different than the value that could be realized upon the sale of that security and the difference may be material to the NAV of the respective Fund.

 

Certain securities held by the Funds, primarily in the PYRFORD INTERNATIONAL STOCK FUND, LLOYD GEORGE EMERGING MARKETS EQUITY FUND and PYRFORD GLOBAL STRATEGIC RETURN FUND, may be listed on foreign exchanges that trade on days when a Fund does not calculate its NAV. As a result, the market value of the Fund’s investments may change on days when you cannot purchase or sell Fund shares. In addition, a foreign exchange may not value its listed securities at the same time that the Fund calculates its NAV. Most foreign markets close well before the Fund values its securities, generally 3:00 p.m. (Central Time). The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may occur in the interim, which may affect a security’s value.

 

The Pricing Committee may determine that a security needs to be fair valued if, among other things, it believes the value of the security might have been materially affected by events occurring after the close of the market in which the security was principally traded, but before the time for determination of the NAV (“a subsequent event”). A subsequent event might include a company-specific development (for example, announcement of a merger that is made after the close of the foreign market), a development that might affect an entire market or region (for example, weather related events) or a potentially global development (such as a terrorist attack that may be expected to have an effect on investor expectations worldwide). The Board has retained an independent fair value pricing service to assist in valuing foreign securities when a

subsequent event has occurred. The service utilizes statistical data based on historical performance of securities, markets and other data in developing factors used to estimate fair value for that day.

 

Redemption Fee . Your redemption or exchange proceeds may be reduced by a redemption fee of 2.00% (other than with respect to the MONEY MARKET FUNDS) if you redeem or exchange shares of a Fund less than 30 days after the purchase of such shares. The redemption fee is paid to the Fund. The purpose of the fee is to offset the costs associated with short-term trading in a Fund’s shares. See “How to Redeem and Exchange Shares—Will I Be Charged a Fee for Redemptions?” and “—Additional Conditions for Redemptions—Frequent Traders” below.

 

How Do I Purchase Shares ? You may purchase shares through a broker/dealer, investment professional or financial institution (Authorized Dealers). Some Authorized Dealers may charge a transaction fee for this service. You also may purchase shares directly from the Funds by the methods described below under the “Fund Purchase Easy Reference Table” and sending your payment to the Funds by check or wire. Clients of Marshall & Ilsley Trust Company, N.A. (M&I Trust) may purchase shares by contacting their trust account officer. In connection with opening an account, you will be requested to provide information that will be used by the Funds to verify your identity, as described in more detail under “Important Information About Procedures for Opening a New Account” below.

 

The minimum investment for each class of shares is listed in the table below. An account may be opened with a smaller amount as long as the minimum investment is reached within 90 days. In certain circumstances, the minimum investments listed in the table may be waived or lowered at the Funds’ discretion. You may meet the minimum investment amount for Class I shares by aggregating multiple accounts with common ownership or discretionary control within a Fund, including accounts held at Authorized Dealers. If approved in advance by Fund management, clients of a financial adviser or institutional consultant may qualify to purchase Class I shares if the aggregate amount invested by the adviser or consultant in a Fund meets the minimum investment amount. Different minimums may apply to accounts opened through third parties. Call your Authorized Dealer for any additional limitations.

 

 

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How to Buy Shares (cont.)

 

 

 

If you purchase shares of a Fund through a program of services offered or administered by an Authorized Dealer or other service provider, you should read the program materials, including information relating to fees, in conjunction with the Fund’s Prospectus. Certain features of a Fund may not be available or may be modified in connection with the program of services provided.

 

Once you have opened an account, you may purchase additional Fund shares by contacting BMO Funds U.S. Services at 1-800-236-FUND (3863) if you have pre-authorized the telephone purchase privilege.

 

Each Fund reserves the right to reject any purchase request. It is the responsibility of BMO Funds U.S. Services, any Authorized Dealer, or other service provider that has entered into an agreement with a Fund, its distributor, or its administrative or shareholder services agent to promptly submit purchase orders to the Fund.

 

You are not the owner of Fund shares (and therefore will not receive distributions) until payment for the shares is received in “good funds.” Wires are generally “good funds” on the day received and checks are “good funds” when deposited with the Funds’ custodian, normally the next business day after receipt. Checks sent to the BMO Funds to purchase shares must be made payable to the “BMO Funds.”

 

Important Information About Procedures for Opening a New Account . The Funds are required to comply with various anti-money laundering laws and regulations. To help the

government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions, including mutual funds, to obtain, verify and record information that identifies each person who opens an account. Consequently, when you open an account, the Funds must obtain certain personal information, including your full name, address, date of birth, social security number and other information that will allow the Funds to identify you. The Funds also may ask for other identifying documents or information.

 

If you do not provide this information, the Funds may be unable to open an account for you and your purchase order will not be in proper form. In the event the Funds are unable to verify your identity from the information provided, the Funds may, without prior notice to you, close your account within five business days and redeem your shares at the NAV next determined after the account is closed. Any delay in processing your order due to your failure to provide all required information will affect the purchase price you receive for your shares. The Funds are not liable for fluctuations in value experienced as a result of such delays in processing. If at any time the Funds detect suspicious behavior or if certain account information matches government lists of suspicious persons, the Funds may determine not to open an account, may reject additional purchases, may close an existing account, may file a suspicious activity report or may take other appropriate action.

 

Fund Purchase Easy Reference Table

 

 

  

Minimum Investments

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Class Y

 

•  To open an account–$1,000

  

•  To add to an account (including through a Systematic Investment Program)–$50

  

Class I

 

•  To open an account–$2,000,000 (EQUITY, BALANCED and INCOME FUNDS) –$10,000,000 (MONEY MARKET FUNDS)

 

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Fund Purchase Easy Reference Table (cont.)

 

 

 

  

Phone 1-800-236-FUND (3863)

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•  Contact BMO Funds U.S. Services.

  

•  Complete an application for a new account.

  

•  Once you have opened an account and if you authorized telephone privileges on your account application or by subsequently completing an authorization form, you may purchase additional shares or exchange shares from another BMO Fund having an identical shareholder registration.

 

  

Mail

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•  To open an account, send your completed account application and check payable to “BMO Funds” to the following address:

  

BMO Funds U.S. Services
P.O. Box 55931
Boston, MA 02205-5931

  

•  To add to your existing Fund account, send in your check, payable to “BMO Funds,” to the same address. Indicate your Fund account number on the check.

 

  

Wire

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•  Notify BMO Funds U.S. Services and request wire instructions at 1-800-236-FUND (3863).

  

•  Mail a completed account application to the Fund at the address above under “Mail.”

  

•  Your bank may charge a fee for wiring funds. Wire orders are accepted only on days when the Fund and the Federal Reserve wire system are open for business.

 

  

Systematic Investment Program

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•  You can have money automatically withdrawn from your checking account ($50 minimum) on predetermined dates and invest it in a Fund at the next Fund share price determined after BMO Funds U.S. Services receives the order.

  

•  Call BMO Funds U.S. Services at 1-800-236-FUND (3863) to apply for this program.

 

  

BMO Funds Website

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•  You may purchase Fund shares at www.bmofundsus.com.

 

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Fund Purchase Easy Reference Table (cont.)

 

 

 

  

Additional Information About Checks and Automated Clearing House (ACH) Transactions Used to Purchase Shares

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• If your check or ACH purchase does not clear, your purchase will be canceled and you will be charged a $15 fee and held liable for any losses incurred by the Fund.

  

• If you purchase shares by check or ACH, you may not be able to receive proceeds from a redemption for up to seven days.

  

• All checks should be made payable to “BMO Funds.”

  

• The maximum ACH purchase amount is $100,000.

 

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How to Redeem and Exchange Shares

 

 

How Do I Redeem Shares ? You may redeem your Fund shares by several methods, described below under the “Fund Redemption Easy Reference Table.” You should note that redemptions will be made only on days when a Fund computes its NAV. When your redemption request is received in proper form, it is processed at the next determined NAV.

 

Clients of M&I Trust should contact their account officer to make redemption requests. Telephone or written requests for redemptions must be received in proper form, as described below, and can be made through BMO Funds U.S. Services or any Authorized Dealer. It is the responsibility of BMO Funds U.S. Services, any Authorized Dealer or other service provider to promptly submit redemption requests to a Fund.

 

Redemption requests for the Funds (other than the MONEY MARKET FUNDS) must be received in proper form by the close of trading on the NYSE, generally 3:00 p.m. (Central Time), for shares to be redeemed at that day’s NAV. Redemption requests for the TAX-FREE MONEY MARKET FUND must be accepted by 11:00 a.m. (Central Time) for shares to be redeemed at that day’s NAV. Redemption requests for the GOVERNMENT MONEY MARKET FUND and PRIME MONEY MARKET FUND must be accepted by 4:00 p.m. (Central Time) for shares to be redeemed at that day’s NAV. For redemption requests for the GOVERNMENT MONEY MARKET FUND and PRIME MONEY MARKET FUND that are received after 3:00 p.m. but before 4:00 p.m. (Central Time), BMO Funds U.S. Services

will use its best efforts to accept and process such redemption requests that day; however, there is no guarantee that BMO Funds U.S. Services will be able to do so. Different cut-off times for redemption requests through an Authorized Dealer may be imposed. Please contact your Authorized Dealer for more information.

 

All redemption requests received in proper form by the time a Fund’s NAV is calculated will receive that day’s NAV, regardless of when the request is processed. Redemption proceeds will normally be mailed, or wired if by written request, the following business day, but in no event more than seven days, after the request is made.

 

Will I Be Charged a Fee for Redemptions ? You may be charged a transaction fee if you redeem Fund shares through an Authorized Dealer or service provider (other than BMO Funds U.S. Services or M&I Trust), or if you are redeeming by wire. Consult your Authorized Dealer or service provider for more information, including applicable fees. You will be charged a 2.00% short-term redemption fee on shares (other than the shares of the MONEY MARKET FUNDS) that have been held for less than 30 days when redeemed (other than shares acquired through reinvestments of capital gain or net income distributions), determined on a first-in, first-out basis. See “Additional Conditions for Redemptions—Frequent Traders” below.

 

Fund Redemption Easy Reference Table

 

 

Certain redemption requests may require a signature guarantee. See “Signature Guarantee” below for details.

 

  

Phone 1-800-236-FUND (3863)

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• Contact BMO Funds U.S. Services.

  

• If you have authorized the telephone redemption privilege in your account application or by a subsequent authorization form, you may redeem shares by telephone. If you are a customer of an Authorized Dealer, you must contact your account representative.

  

• Not available to retirement accounts, for which redemptions must be done in writing.

 

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Fund Redemption Easy Reference Table (cont.)

 

 

 

  

Mail

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• Send in your written request to the following address, indicating your name, the Fund name, your account number, and the number of shares or the dollar amount you want to redeem to:

  

BMO Funds U.S. Services
P.O. Box 55931
Boston, MA 02205-5931

  

• For additional assistance, call BMO Funds U.S. Services at 1-800-236-FUND (3863).

 

  

Wire/Electronic Transfer

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• Upon written request sent to the address above under “Mail,” redemption proceeds can be directly deposited by Electronic Funds Transfer or wired directly to a domestic commercial bank previously designated by you in your account application or by subsequent form.

  

• Wires of redemption proceeds will only be made on days on which the Funds and the Federal Reserve wire system are open for business.

  

• Wire-transferred redemptions may be subject to an additional fee imposed by the bank receiving the wire.

 

  

Systematic Withdrawal Program

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• If you have a Fund account balance of at least $10,000, you can have predetermined amounts of at least $100 automatically redeemed from your Fund account on predetermined dates on a monthly or quarterly basis.

  

• Contact BMO Funds U.S. Services to apply for this program.

 

  

BMO Funds Website

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• You may redeem Fund shares at www.bmofundsus.com.

 

  

Checkwriting (Money Market Funds Only)

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• You can redeem shares of any MONEY MARKET FUND by writing a check in an amount of at least $250. You must have completed the checkwriting section of your account application and the attached signature card, or have completed a subsequent application form. The Fund will then provide you with the checks.

  

• Your check is treated as a redemption order for Fund shares equal to the amount of the check.

  

• A check for an amount in excess of your available Fund account balance will be returned marked “insufficient funds.”

  

• Checks cannot be used to close your Fund account balance.

  

• Checks deposited or cashed through foreign banks or financial institutions may be subject to local bank charges.

 

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Additional Conditions for Redemption

 

 

Signature Guarantees . In the following instances, you must have a signature guarantee on written redemption requests:

 

 

when you want a redemption to be sent to an address other than the one you have on record with a Fund;

 

 

when you want the redemption payable to someone other than the shareholder of record; or

 

 

when your redemption is to be sent to an address of record that was changed within the last 30 days.

 

Your signature can be guaranteed by any federally insured financial institution (such as a bank or credit union) or a broker/dealer that is a domestic stock exchange member, but not by a notary public.

 

Limitations on Redemption Proceeds . Redemption proceeds normally are wired or mailed within one business day after accepting a request in proper form. However, delivery of payment may be delayed up to seven days:

 

 

to allow your purchase payment to clear;

 

 

during periods of market volatility; or

 

 

when a shareholder’s trade activity or amount adversely impacts a Fund’s ability to manage its assets.

 

You will not accrue interest or dividends on uncashed checks from a Fund. If those checks are undeliverable and returned to a Fund, the proceeds will be reinvested in shares of the Funds that were redeemed.

 

Corporate Resolutions . Corporations, trusts and institutional organizations are required to furnish evidence of the authority of persons designated on the account application to effect transactions on behalf of the organizations.

 

Redemption in Kind . The Funds have reserved the right to pay the redemption price in whole or in part by a distribution of a Fund’s portfolio securities. This means that the Funds are obligated to pay share redemptions to any one shareholder in cash only up to the lesser of $250,000 or 1.00% of a Fund’s net assets represented by such share class during any 90-day period. Generally, any share redemption payment greater than this amount will be paid in cash unless the Adviser determines that payment should be in kind. Redemptions in kind are taxable for federal income tax purposes in the same manner as redemptions for cash.

Exchange Privilege . You may exchange shares of a Fund for shares of the same class of any of the other BMO Funds free of charge, provided you meet the investment minimum of the Fund and you reside in a jurisdiction where Fund shares may be lawfully offered for sale. An exchange, if less than 30 days after purchase, may be subject to a 2.00% short-term redemption fee (other than in the case of the MONEY MARKET FUNDS). See “Will I Be Charged a Fee for Redemptions?” An exchange is treated as a redemption and a subsequent purchase, and is therefore a taxable transaction for federal income tax purposes.

 

Signatures must be guaranteed if you request an exchange into another Fund with a different shareholder registration. The exchange privilege may be modified or terminated at any time.

 

Exchanges by Telephone . If you have completed the telephone authorization section on your account application or an authorization form obtained through BMO Funds U.S. Services, you may telephone instructions to BMO Funds U.S. Services to exchange between Fund accounts that have identical shareholder registrations. Customers of broker/dealers, financial institutions or service providers should contact their account representatives. Telephone exchange instructions must be received by the Funds (other than the TAX-FREE MONEY MARKET FUND) before the close of trading on the NYSE, generally 3:00 p.m. (Central Time), for shares to be exchanged at the NAV calculated that day and to receive a dividend of the Fund into which you exchange, if applicable. Telephone exchange instructions must be received before 11:00 a.m. (Central Time) with respect to the TAX-FREE MONEY MARKET FUND for shares to be exchanged at that day’s NAV and to receive a dividend of the Fund into which you exchange, if applicable.

 

The Funds will record your telephone instructions. The Funds will not be liable for losses due to unauthorized or fraudulent telephone instructions as long as reasonable security procedures are followed. You will be notified of changes to telephone transaction privileges.

 

Frequent Traders . The Funds’ management or the Adviser may determine from the amount, frequency and pattern of exchanges or redemptions that a shareholder is engaged in excessive trading that is detrimental to a Fund or its other shareholders. Such short-term or excessive trading into and

 

 

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Additional Conditions for Redemption (cont.)

 

 

out of a Fund may harm all shareholders by disrupting investment strategies, increasing brokerage, administrative and other expenses, decreasing tax efficiency and diluting the value of shares held by long-term shareholders.

 

The Board has approved policies that seek to discourage frequent purchases and redemptions and curb the disruptive effects of frequent trading (the Market Timing Policy). Pursuant to the Market Timing Policy, a Fund may decline to accept an application or may reject a purchase request, including an exchange, from an investor who, in the sole judgment of the Adviser, has a pattern of short-term or excessive trading or whose trading has been or may be disruptive to the Fund. The Funds, the Adviser and affiliates thereof are prohibited from entering into arrangements with any shareholder or other person to permit frequent purchases and redemptions of Fund shares. The Market Timing Policy does not apply to the MONEY MARKET FUNDS, which are typically used for cash management purposes and invest in highly liquid securities. However, the Adviser seeks to prevent the use of the MONEY MARKET FUNDS to facilitate frequent trading in other BMO Funds in violation of the Market Timing Policy.

 

Each Fund monitors and enforces the Market Timing Policy through:

 

 

the termination of a shareholder’s purchase and/or exchange privileges;

 

 

selective monitoring of trade activity; and

 

 

the imposition of a 2.00% short-term redemption fee for redemptions or exchanges of shares of a Fund within 30 days after purchase of such shares, determined on a first-in, first-out basis.

 

The redemption fee is deducted from redemption proceeds and is paid directly to the Fund.

 

A redemption of shares acquired as a result of reinvesting distributions is not subject to the redemption fee. The redemption fee may not apply to shares redeemed in the case of death, through an automatic, nondiscretionary rebalancing or asset allocation program, trade error correction and involuntary redemptions imposed by the Fund or a financial intermediary. In addition, the redemption fee will not apply to certain transactions in retirement accounts (e.g., IRA accounts and qualified employee benefit plans), disability or hardship,

forfeitures, required minimum distributions, systematic withdrawals, shares purchased through a systematic purchase plan, return of excess contributions and loans. The Funds’ officers may, in their sole discretion, authorize waivers of the short-term redemption fee in other limited circumstances that do not indicate market timing strategies. All waivers authorized by the officers are reported to the Board.

 

Although the Funds seek to detect and deter market timing activity, their ability to monitor trades that are placed by individual shareholders through omnibus accounts is limited because the Funds may not have direct access to the underlying shareholder account information. Omnibus accounts are accounts maintained by financial intermediaries on behalf of multiple beneficial shareholders. Due to policy, operational or system requirements and limitations, omnibus account holders, including qualified employee benefit plans, may use criteria and methods for tracking, applying or calculating the redemption fee that may differ from those utilized by the Funds’ transfer agent. In addition, the Funds may rely on a financial intermediary’s market timing policy, even if those policies are different from the Funds’ policy, when the Funds believe that the policy is reasonably designed to prevent excessive trading practices that are detrimental to the Fund. If you purchase Fund shares through a financial intermediary, you should contact your financial intermediary for more information on how the redemption fee is applied to redemptions or exchanges of your shares.

 

The Funds may request that financial intermediaries furnish the Funds with trading and identifying information relating to beneficial shareholders, such as social security and account numbers, in order to review any unusual patterns of trading activity discovered in the omnibus account. The Funds also may request that the financial intermediaries take action to prevent a particular shareholder from engaging in excessive trading and to enforce the Funds’ or their market timing policies. There may be legal and technological limitations on the ability of financial intermediaries to restrict the trading practices of their clients, and they may impose restrictions or limitations that are different from the Funds’ policies. As a result, the Funds’ ability to monitor and discourage excessive trading practices in omnibus accounts may be limited.

 

 

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Account and Share Information

 

 

Fund Transactions Through BMO Funds Website . If you have previously established an account with a Fund, you may purchase, redeem or exchange shares through the BMO Funds’ website at www.bmofundsus.com. You also may check your Fund account balance(s) and historical transactions through the website. You cannot, however, establish a new Fund account through the website—you may only establish a new Fund account under the methods described in the “How to Buy Shares” section.

 

Clients of M&I Trust should contact their account officer for information on the availability of transactions on the website.

 

Online Conditions . Because of security concerns and costs associated with maintaining the website, purchases, redemptions and exchanges through the website are subject to the following daily minimum and maximum transaction amounts:

 

      Minimum   Maximum
Purchases:   $50   $100,000
Redemptions:   By ACH: $50   By ACH: $50,000
    By wire: $1,000   By wire: $50,000
Exchanges:   $50   $100,000

 

Your transactions through the website are effective at the time they are accepted by a Fund, and are subject to all of the conditions and procedures described in this Prospectus.

 

You may not change your address of record, registration or wiring instructions through the website. The website privilege may be modified at any time, but you will be notified in writing of any termination of the privilege.

 

Online Risks . If you utilize the website for account histories or transactions, you should be aware that the Internet is an unsecured, unregulated and unpredictable environment. Your ability to use the website for transactions is dependent upon the Internet and equipment, software, systems, data and services provided by various vendors and third parties (including telecommunications carriers, equipment manufacturers, firewall providers and encryption system providers). While the Funds and their service providers have established certain security procedures, the Funds and their transfer agent cannot assure you that inquiries or trading activity will be completely

secure. There also may be delays, malfunctions or other inconveniences generally associated with this medium. There may be times when the website is unavailable for Fund transactions, which may be due to the Internet or the actions or omissions of a third party—should this happen, you should consider purchasing, redeeming or exchanging shares by another method. The Funds, their transfer agent and BMO Funds U.S. Services are not responsible for any such delays or malfunctions, and are not responsible for wrongful acts by third parties, as long as reasonable security procedures are followed.

 

Confirmations and Account Statements . You will receive confirmation of purchases, redemptions and exchanges (except for systematic program transactions). In addition, you will receive periodic statements reporting all account activity, including systematic program transactions and distributions of net investment income and capital gains. You may request photocopies of historical confirmations from prior years. The Funds may charge a fee for this service.

 

Distributions of Net Investment Income and Capital Gains . Distributions of net investment income, if any, of the INCOME FUNDS and MONEY MARKET FUNDS are declared daily and paid monthly. Provided that your order is received in proper form, payment in “good funds” is received and your order is accepted by the time a Fund’s NAV is calculated, you will receive distributions declared that day. You will continue to receive distributions declared through, and including, the day you redeem your shares.

 

Distributions of net investment income, if any, of the EQUITY FUNDS are declared and paid quarterly, except for the PYRFORD INTERNATIONAL STOCK FUND and LLOYD GEORGE EMERGING MARKETS EQUITY FUND, which, along with the PYRFORD GLOBAL STRATEGIC RETURN FUND, declare and pay distributions of net investment income annually. Distributions of net investment income are paid to all shareholders invested in the EQUITY FUNDS and PYRFORD GLOBAL STRATEGIC RETURN FUND on the record date, which is the date on which a shareholder must officially own shares in order to earn a distribution.

 

In addition, the Funds distribute net capital gains, if any, at least annually. If capital gains or losses were realized by a Fund, they could result in an increase or decrease in such Fund’s

 

 

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Account and Share Information (cont.)

 

 

distributions. Your distributions of net investment income and capital gains will be automatically reinvested in additional shares of the same class of the same Fund unless you elect cash payments. If you elect cash payments and the payment is returned as undeliverable, your cash payment will be reinvested in shares of the Fund and your distribution option will convert to automatic reinvestment. If any distribution check remains uncashed for six months, the check amount will be reinvested in shares and you will not accrue any interest or distributions on this amount prior to the reinvestment. Distributions of net investment income and capital gains are treated the same for federal income tax purposes whether received in cash or in additional shares.

 

If you purchase shares just before a Fund (other than a MONEY MARKET FUND) declares a distribution of net investment income or capital gain, you will pay the full price for the shares and then receive a

portion of the price back in the form of the distribution. Unless the distribution is received from the ULTRA SHORT TAX-FREE FUND or INTERMEDIATE TAX-FREE FUND, the distribution will generally be taxable to you for federal income tax purposes.

 

Shares may be redeemed or exchanged based on either a dollar amount or number of shares. If you are redeeming or exchanging based upon a number of Fund shares, you must redeem or exchange enough shares to meet the minimum dollar amounts described above, but not so much as to exceed the maximum dollar amounts.

 

Accounts with Low Balances . Due to the high cost of maintaining accounts with low balances, a Fund may redeem your Class Y shares and pay you the proceeds if your account balance falls below the required minimum value of $1,000. Similarly, your Class I shares may be converted to Class Y shares if your account balance falls below the required minimum of $2,000,000. Before shares are redeemed to close an account or

converted from Class I shares to Class Y shares, you will be notified in writing and allowed 30 days to purchase additional shares to meet the minimum account balance requirement.

 

Multiple Classes . The BMO Funds have adopted a plan that permits each Fund to offer more than one class of shares. Currently, each Fund offers two classes of shares. All shares of each Fund or class have equal voting rights and will generally be entitled to vote in the aggregate and not by Fund or class. There may be circumstances, however, when only shareholders of a particular Fund or class are entitled to vote on matters affecting that Fund or class. Share classes may have different sales charges and other expenses, which may affect their performance.

 

Tax Information

 

Federal Income Tax . The Funds send you an annual statement of your account activity to assist you in completing your federal, state and local tax returns. Fund distributions of investment company taxable income (determined without regard to the deduction for dividends paid) and net capital gains are treated the same for federal income tax purposes whether paid in cash or reinvested in the Fund. Distributions from the Funds’ investment company taxable income (which includes dividends, interest, net short-term capital gains and net gains from foreign currency transactions), if any, generally are taxable to you as ordinary income, unless such distributions are attributable to “qualified dividend income” eligible for taxable years beginning on or before December 31, 2012 for the reduced federal income tax rates applicable to long-term capital gains, provided certain holding periods and other requirements are satisfied. Distributions of the Funds’ net capital gains (the excess of net long-term capital gains over net short-term capital losses), if any, are taxable as long-term capital gains, regardless of how long you may have held shares of the Funds. Long-term capital gains are taxable to noncorporate investors at a maximum federal income tax rate of 15% for taxable years beginning on or before December 31, 2012. Fund distributions from the LARGE-CAP VALUE FUND, DIVIDEND INCOME FUND, LARGE-CAP GROWTH FUND, MID-CAP VALUE FUND, SMALL-CAP VALUE FUND and PYRFORD GLOBAL STRATEGIC RETURN FUND are expected to consist of both ordinary income and net capital gains. Fund

 

 

What are Distributions of Net Investment Income and Capital Gains?

A distribution of net investment income is the money paid to shareholders that a

mutual fund has earned from the income on its investments after paying any Fund expenses. A capital

gain distribution is the money paid to shareholders from a mutual fund’s net profit realized from the sales of portfolio securities.

 

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Account and Share Information (cont.)

 

 

distributions from the other EQUITY FUNDS are expected to primarily consist of net capital gains, and fund distributions of the INCOME FUNDS and MONEY MARKET FUNDS are expected to primarily consist of ordinary income.

 

It is anticipated that the distributions from the ULTRA SHORT TAX-FREE FUND, INTERMEDIATE TAX-FREE FUND and TAX-FREE MONEY MARKET FUND will primarily consist of interest income that is generally exempt from regular federal income tax, although a portion of a Fund’s distributions may not be exempt. Even if distributions are exempt from federal income tax, they may be subject to state and local taxes. Each such Fund may invest up to 20% of its assets in securities whose income is subject to federal AMT. You may owe tax on a portion of your distributions if federal AMT applies to you. You may be subject to tax on any net capital gains realized by these Funds.

 

For tax years beginning in 2013, individuals, trusts and estates are scheduled to be subject to a Medicare tax of 3.8% (in addition to regular income tax). The Medicare tax will be imposed on the lesser of the taxpayer’s (i) net investment income (excluding tax-exempt interest) or (ii) the amount by which the taxpayer’s modified adjusted gross income exceeds certain thresholds ($250,000 for married individuals filing jointly, $200,000 for individuals and $125,000 for married individuals filing separately). The Funds anticipate that they will distribute income that will be includable in net investment income for purposes of this Medicare tax.

 

Distributions declared by a Fund during October, November or December to shareholders of record during such month and paid by January 31 of the following year are treated for federal income tax purposes as if received by shareholders on December 31 of the year in which the distribution was declared.

 

If more than 50% of the value of a Fund’s total assets at the close of its taxable year consists of stock or securities of foreign corporations, the Fund may be eligible to elect to “pass through” to you foreign income taxes that it pays. If a Fund is eligible for and makes this election, you will be required to include your share of those taxes in gross income as a distribution from the Fund. You will then be allowed to claim a credit (or a deduction, if you itemize deductions) for such

amounts on your federal income tax return, subject to certain limitations. Tax-exempt holders of Fund shares, such as qualified retirement plans, will not generally benefit from such deduction or credit.

 

Your redemption of Fund shares may result in a taxable gain or loss to you for federal income tax purposes, depending on whether the redemption proceeds are more or less than your basis in the redeemed shares. The gain or loss will generally be treated as long-term capital gain or loss if the shares were held for more than one year and if not held for such period, as short-term capital gain or loss. An exchange of Fund shares for shares of the same class in any other BMO Fund generally will be treated for federal income tax purposes as a redemption followed by the purchase of shares of the other Fund, and thus will generally result in the same tax treatment as a redemption of Fund shares.

 

If you do not furnish a Fund with your correct social security number or taxpayer identification number, if you fail to make certain required certifications and/or if the Fund receives notification from the Internal Revenue Service requiring back-up withholding, the Fund is required by federal law to withhold federal income tax from your distributions (including distributions of tax-exempt interest) and redemption proceeds, currently at a rate of 28% for U.S. citizens and residents. Back-up withholding is not an additional tax. Any amounts withheld may be credited against your federal income tax liability, provided the appropriate information is furnished to the Internal Revenue Service.

 

This section is not intended to be a full discussion of the federal income tax laws and the effect of such laws on you. There may be other federal, state, foreign or local tax considerations applicable to a particular investor. Please consult your own tax advisor regarding federal, state, foreign and local tax considerations.

 

Portfolio Holdings

 

A description of the Funds’ policies and procedures with respect to the disclosure of the Funds’ portfolio securities is available in the Funds’ Statement of Additional Information (SAI).

 

 

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BMO Funds Information

 

 

Management of the BMO Funds. The Board governs the Funds. The Board oversees the Adviser. The Adviser manages each Fund’s assets, including buying and selling portfolio securities for the Funds (except the PYRFORD INTERNATIONAL STOCK FUND, LLOYD GEORGE EMERGING MARKETS EQUITY FUND, PYRFORD GLOBAL STRATEGIC RETURN FUND, TCH CORPORATE INCOME FUND, TCH CORE PLUS BOND FUND and MONEGY HIGH YIELD BOND FUND). The Adviser’s address is 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202.

 

The Adviser has entered into a sub-advisory contract with Monegy, pursuant to which Monegy manages the MONEGY HIGH YIELD BOND FUND’s portfolio, subject to oversight by the Adviser.

 

The Adviser has entered into a sub-advisory contract with Pyrford, pursuant to which Pyrford manages the portfolios of the PYRFORD INTERNATIONAL STOCK FUND and the PYRFORD GLOBAL STRATEGIC RETURN FUND, subject to oversight by the Adviser.

 

The Adviser has entered into a sub-advisory contract with LGM(HK), pursuant to which LGM(HK) manages the LLOYD GEORGE EMERGING MARKETS EQUITY FUND, subject to oversight by the Adviser.

 

Adviser’s Background. The Adviser is a registered investment adviser and a wholly-owned subsidiary of BMO Financial Corp., a financial services company headquartered in Chicago, Illinois, and an indirect wholly-owned subsidiary of the Bank of Montreal (BMO), a Canadian bank holding company. On July 5, 2011, BMO acquired the Adviser’s parent company, Marshall & Ilsley Corporation. As a result of the transaction, Marshall Funds, Inc. began doing business as BMO Funds. In the first calendar quarter of 2012, it is expected that the Adviser will be merged into Harris Investment Management, Inc. (HIM), a subsidiary of BMO, and the resulting corporation will be renamed consistent with other businesses within the BMO organization. As of August 31, 2011, the Adviser had approximately $ 22.5 billion in assets under management, of which approximately $ 8.7 billion was in the BMO Funds’ assets, and has managed investments for individuals and institutions since 1973. The Adviser has managed the BMO Funds, previously known as Marshall Funds, since 1992.

Sub-Advisers’ Background. TCH is a registered investment adviser that provides investment management services to investment companies, pension and profit sharing plans, state or municipal government entities, corporations, charitable organizations and individuals. As of August 31, 2011, TCH had approximately $ 6.8 billion in assets under management. TCH’s address is 1001 Brickell Bay Drive, Suite 2100, Miami, Florida 33131.

 

Monegy is a registered investment adviser that provides investment management services to institutional investors in the United States, Canada and Australia. Monegy is owned by HIM. As of September 30, 2011, Monegy had approximately $ 1.9 billion in assets under management. Monegy’s address is 302 Bay Street, 12th Floor, Toronto, ON, Canada M5X 1A1.

 

Pyrford is a registered investment adviser that is a wholly-owned subsidiary of the Bank of Montreal Capital Markets (Holdings) Ltd, a BMO Financial Group company. As part of BMO’s private client group, Pyrford provides wealth management services to clients in North America, the Middle East, UK and Europe. As of August 31, 2011, Pyrford had approximately $3.4 billion in assets under management. Pyrford’s address is 79 Grosvenor Street, London, U.K.

 

LGM(HK) is a registered investment adviser founded in 1991 that specializes in Asia Pacific and global emerging market equities and provides investment management services to pension funds, foundations, government organizations, mutual funds, high net worth individuals, hedge funds and other funds sponsored by subsidiaries of LGM. LGM(HK) is a wholly-owned subsidiary of LGM and an indirect wholly-owned subsidiary of BMO. As of October 31, 2011, LGM(HK) had approximately $969 million in assets under management. LGM(HK)’s address is Suite 3808, One Exchange Square Central, Hong Kong, Hong Kong.

 

BMO is the ultimate parent company of the Adviser, TCH, Monegy, Pyrford and LGM(HK). Accordingly, the Adviser, TCH, Monegy, Pyrford and LGM(HK) are affiliates.

 

All fees of the sub-advisers are paid by the Adviser.

 

Manager of Managers Structure. The Funds and the Adviser have received an exemptive order from the SEC granting

 

 

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exemptions from certain provisions of the 1940 Act, pursuant to which the Adviser will be permitted to enter into and materially amend sub-advisory agreements with sub-advisers who are not affiliated with the Funds or the Adviser without shareholder approval of the applicable Fund, subject to the supervision and approval of the Board and certain other conditions specified in the order. Consequently, the Adviser will have the right to hire, terminate or replace sub-advisers without shareholder approval when the Board and the Adviser feel that a change would benefit a Fund. Within 90 days after the hiring of a new sub-adviser, affected shareholders will receive information about the new sub-advisory relationship. The Adviser will continue to have the ultimate responsibility (subject to the oversight of the Board) to oversee the sub-advisers and recommend their hiring, termination and replacement. The manager of managers structure enables the Funds to operate with greater efficiency and without incurring the expense and delays associated with obtaining shareholder approval of sub-advisory agreements. The structure does not permit investment management fees paid by the Funds to be increased or change the Adviser’s obligations under the investment advisory agreement with the Funds, including the Adviser’s responsibility to monitor and oversee sub-advisory services furnished to the Funds, without shareholder approval. Furthermore, any sub-advisory agreements with affiliates of the Funds or the Adviser will require shareholder approval.

 

Portfolio Managers. Daniel P. Brown has managed the LARGE-CAP VALUE FUND since June 2004 and the DIVIDEND INCOME FUND since its inception. Mr. Brown, a Vice President and a Portfolio Manager of the Adviser, joined the Adviser in 1997. Mr. Brown is a Chartered Financial Analyst and a member of the CFA Institute, the Milwaukee Investment Analysts Society and the Chicago Quantitative Alliance.

 

Alan K. Creech and Robert G. Cummisford have co-managed the LARGE-CAP GROWTH FUND since March 2007 and have equal investment decision-making responsibilities. Mr. Creech, a Portfolio Manager and a Vice President of the Adviser, joined the Adviser in 2004. He has provided analytical support to the Fund since 2004. Mr. Cummisford, a Portfolio Manager and Vice President of the Adviser, joined the Adviser in 2004. He has provided analytical support to the Fund since 2004. He is a

Chartered Financial Analyst and a member of the CFA Institute and the CFA Society of Milwaukee, Inc.

 

Carl Goldsmith, Marla Ryan, CFA, and Brenda Cullen have co-managed the LARGE-CAP FOCUS FUND since September 2010. All members of the team share investment decision making responsibilities with respect to the Fund. Mr. Goldsmith is a senior vice president of Delta Asset Management, an operating division of the Adviser. Mr. Goldsmith is a founding member of Delta Asset Management, formed in 1991 as part of Furman Selz Capital Management. Ms. Ryan is a senior vice president of Delta Asset Management and joined Delta Asset Management in 1998. Ms. Cullen is a vice president and senior equity analyst of Delta Asset Management. Prior to joining Delta Asset Management in 2005, Ms. Cullen was an equity analyst at Hotchkis and Wiley Capital Management.

 

Matthew B. Fahey, Gregory S. Dirkse and Brian J. Janowski are the portfolio managers of the MID-CAP VALUE FUND and SMALL-CAP VALUE FUND. Mr. Fahey is the lead portfolio manager of the Funds but all members of the team share investment decision making responsibilities with respect to the Fund. Mr. Fahey, a Senior Vice President and a Portfolio Manager of the Adviser since 1988, joined the Adviser in October 1984. Mr. Dirkse, a Vice President and Portfolio Manager of the Adviser since 2011, joined the Adviser in June 1999. Mr. Janowski, a Vice President and Portfolio Manager of the Adviser since 2011, joined the Adviser in April 2008. Prior to joining the Adviser, Mr. Janowski was with American Family Insurance since 2002, where he was a Portfolio Manager and Equity Analyst.

 

Kenneth S. Salmon and Patrick M. Gundlach co-manage the MID-CAP GROWTH FUND and the SMALL-CAP GROWTH FUND and have equal investment decision-making responsibilities with respect to the Funds. Mr. Salmon has co-managed the Funds since December 2004. He is a Vice President and a Portfolio Manager of the Adviser and joined the Adviser in 2000. Mr. Gundlach has co-managed the Funds since July 2007. He is a Portfolio Manager and a Vice President of the Adviser and joined the Adviser in 2004. He has provided analytical support to the Fund since 2004.

 

 

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BMO Funds Information (cont.)

 

 

 

Pyrford has managed the PYRFORD INTERNATIONAL STOCK FUND and PYRFORD GLOBAL STRATEGIC RETURN FUND since their inception. Bruce Campbell, Tony Cousins, Paul Simons and Daniel McDonagh co-manage the PYRFORD INTERNATIONAL STOCK FUND. Mr. Campbell is the lead portfolio manager but all members of the team share investment decision making responsibilities with respect to the Fund. Mr. Campbell, Investment Chairman at Pyrford responsible for world wide investment strategy, has over 40 years’ experience in the international investment industry and founded Pyrford (formerly Elders Investment Management) in 1982. Mr. Cousins, Chief Executive Officer and Chief Investment Officer at Pyrford and a member of its Investment Strategy Committee, joined Pyrford in 1989. Mr. Simons, Head of Portfolio Management, Asia Pacific at Pyrford and a member of its Investment Strategy Committee, joined Pyrford in 1996. Mr. McDonagh, Head of Portfolio Management, Europe/UK at Pyrford and a member of its Investment Strategy Committee, joined Pyrford in 1997. Mr. Campbell, Mr. Cousins, Mr. Simons, Mr. McDonagh and Suhail Arain co-manage the PYRFORD GLOBAL STRATEGIC RETURN FUND. Mr. Campbell is the lead portfolio manager but all members of the team share investment decision making responsibilities with respect to the Fund. Mr. Arain, Portfolio Manager for North American Equities at Pyrford, joined Pyrford in 2008 and has co-managed the Fund since its inception.

 

Robert Lloyd George and Irina Hunter have co-managed the LLOYD GEORGE EMERGING MARKETS EQUITY FUND since December 2011. Mr. Lloyd George, Chairman of LGM(HK) and LGM(HK)’s parent company, Lloyd George Management (B.V.I.) Limited (together with its subsidiaries (“LGM”)), began his investment career in London in 1974 and founded LGM in 1991. He advises the Eton College endowment fund and the International Monetary Fund retirement plan. Ms. Hunter, a portfolio manager at LGM(HK) and Lloyd George Management (Europe) Limited, has been with LGM since 2007.

 

John D. Boritzke and Duane A. McAllister co-manage the INTERMEDIATE TAX-FREE FUND and have equal investment decision-making responsibilities with respect to the Fund. Mr. Boritzke has managed the Fund since its inception in 1994 and has managed the GOVERNMENT MONEY MARKET FUND

and PRIME MONEY MARKET FUND since April 2010. He is a Senior Vice President and a Portfolio Manager of the Adviser responsible for tax-exempt fixed income portfolio management. Mr. Boritzke joined the Adviser in November 1983. Mr. Boritzke has been a member of the Adviser’s Fixed Income Policy Group since 1985 and has been the Director of the Group since 1998. He is a Chartered Financial Analyst. Mr. McAllister has co-managed the INTERMEDIATE TAX-FREE FUND since June 2007. He also has co-managed the ULTRA SHORT TAX-FREE FUND since its inception in October 2009. Mr. McAllister, a Vice President and a Portfolio Manager of the Adviser, joined the Adviser in 2007. Prior to joining the Adviser, Mr. McAllister served in investment management positions with Belle Haven Investments, LP and Wells Fargo Funds Management, LLC.

 

Craig J. Mauermann has managed the TAX-FREE MONEY MARKET FUND since its inception in September 2004 and co-managed the ULTRA SHORT TAX-FREE FUND since its inception in October 2009. Mr. Mauermann, a Vice President and a Portfolio Manager of the Adviser, joined the Adviser in 2004.

 

Vincent S. Russo has managed the SHORT-TERM INCOME FUND since April 2010. Mr. Russo, a Vice President and a Portfolio Manager of the Adviser, joined the Adviser in 2002. He is a Chartered Financial Analyst.

 

Jason D. Weiner has managed the SHORT-INTERMEDIATE BOND FUND since October 2001, the GOVERNMENT INCOME FUND since April 2001 and the AGGREGATE BOND FUND since its inception in 2007. Mr. Weiner, a Vice President and a Portfolio Manager of the Adviser, joined the Adviser in 1993. Mr. Weiner is a Chartered Financial Analyst.

 

TCH has managed the TCH CORPORATE INCOME FUND and the TCH CORE PLUS BOND FUND since each Fund’s inception in December 2008. Tere Alvarez Canida, Alan M. Habacht and William J. Canida co-manage the TCH CORPORATE INCOME FUND and TCH CORE PLUS BOND FUND on a team basis. All members of the team share investment decision making responsibilities with respect to the Funds. Ms. Canida is President and Managing Principal of TCH and joined TCH in 1985. She is a Chartered Financial Analyst. Mr. Habacht is Vice

 

 

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President and Principal of TCH and joined TCH in 1987. Mr. Canida is Vice President and Principal of TCH and joined TCH in 1985. Mr. Canida is a Chartered Financial Analyst.

 

Monegy has managed the MONEGY HIGH YIELD BOND FUND since its inception. Sadhana Valia, Lori J. Marchildon, and Ovidiu Sandu co-manage the MONEGY HIGH YIELD BOND FUND. Ms. Valia is the lead portfolio manager but all members of the team share investment decision making responsibilities with respect to the Fund. Ms. Valia is Senior Portfolio Manager and Head of the High Yield Team. Ms. Valia is President and a Director of Monegy and Chairwoman of Monegy’s Investment Policy Committee. She joined Monegy in 1998. Ms. Valia is a Chartered Financial Analyst. Ms. Marchildon is a Portfolio Manager, a member of Monegy’s Investment Policy Committee, and an officer of Monegy. She joined Monegy in 2001. Ms. Marchildon is a Chartered Financial Analyst. Mr. Sandu is an Associate Portfolio Manager and Senior Quantitative Analyst at Monegy, and joined Monegy in 2000. Mr. Sandu is a Chartered Financial Analyst.

 

The Funds’ SAI provides additional information about the portfolio managers, including other accounts they manage, their ownership of Fund shares, and their compensation.

 

Advisory Fees. The Adviser is entitled to receive from each Fund an investment advisory fee equal to a percentage of each Fund’s average daily net assets (ADNA) at the rates, and

subject to reduction at breakpoints for each Fund as shown in the following tables.

 

EQUITY FUNDS, BALANCED FUNDS and INCOME FUNDS:

 

   
   

Advisory Fee

(as % of each Fund’s ADNA)

 
Fund  

on the

first $500

million

   

on the

next $200

million

   

on the

next $100

million

   

in excess

of $800

million

 
Large-Cap Value     0.75     0.74     0.70     0.65
Dividend Income     0.50        0.49        0.45        0.40   
Large-Cap Growth     0.75        0.74        0.70        0.65   
Large-Cap Focus     0.50        0.49        0.45        0.40   
Mid-Cap Value     0.75        0.74        0.70        0.65   
Mid-Cap Growth     0.75        0.74        0.70        0.65   
Small-Cap Value     0.75        0.75        0.75        0.75   
Small-Cap Growth     1.00        1.00        1.00        1.00   
Pyrford International Stock     0.80        0.79        0.75        0.70   
Lloyd George Emerging Markets Equity     0.90        0.89        0.85        0.80   
Pyrford Global Strategic Return     0.80        0.79        0.75        0.70   
Ultra Short Tax-Free     0.20        0.19        0.10        0.10   
Short-Term Income     0.20        0.19        0.10        0.10   
Short-Intermediate Bond     0.40        0.39        0.30        0.25   
Intermediate Tax-Free     0.30        0.29        0.20        0.15   
Government Income     0.40        0.39        0.30        0.25   
TCH Corporate Income     0.25        0.24        0.15        0.10   
Aggregate Bond     0.40        0.39        0.30        0.25   
TCH Core Plus Bond     0.25        0.24        0.15        0.10   
Monegy High Yield Bond     0.50        0.50        0.50        0.50   

 

MONEY MARKET FUNDS:

 

   
    Advisory Fee (as % of each Fund’s ADNA)  
Fund   on the
first $2
billion
    on the
next $2
billion
    on the
next $2
billion
    on the
next $2
billion
    in excess
of $8
billion
 
Government     0.200     0.185     0.170     0.155     0.140
Tax-Free     0.200        0.185        0.170        0.155        0.140   
Prime     0.150        0.135        0.120        0.105        0.090   
 

 

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BMO Funds Information (cont.)

 

 

 

The following table reflects the investment advisory fee paid by each Fund (except for the DIVIDEND INCOME FUND, PYRFORD INTERNATIONAL STOCK FUND, PYRFORD GLOBAL STRATEGIC RETURN FUND and MONEGY HIGH YIELD BOND FUND, which had not commenced operations prior to the date of this Prospectus) as a percentage of a Fund’s ADNA, during the fiscal year ended August 31, 2011, after taking into effect breakpoints and/or voluntary waivers by the Adviser during the period.

 

   
      Advisory Fee
Received in
Fiscal 2011
 
Large-Cap Value Fund     0.70
Large-Cap Growth Fund     0.70   
Large-Cap Focus Fund     0.17   
Mid-Cap Value Fund     0.73   
Mid-Cap Growth Fund     0.75   
Small-Cap Value Fund     0.18
Small-Cap Growth Fund     0.98   
Lloyd George Emerging Markets Equity Fund     0.63   
Ultra Short Tax-Free Fund     0.10   
Short-Term Income Fund     0.02   
Short-Intermediate Bond Fund     0.27   
Intermediate Tax-Free Fund     0.29   
Government Income Fund     0.28   
TCH Corporate Income Fund     0.17   
Aggregate Bond Fund     0.36   
TCH Core Plus Bond Fund     0.21   
Government Money Market Fund     0.07   
Tax-Free Money Market Fund     0.12   
Prime Money Market Fund     0.14   

 

* Commenced operations on March 1, 2011.

 

The Adviser has contractually agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent class total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of a Fund’s business and Acquired Fund Fees and Expenses) from exceeding the percentage of the average daily net assets of the class of each Fund, as set forth in the “Fees and Expenses of the Fund” section. The Adviser may not terminate this arrangement prior to July 6, 2013 for the Funds, except DIVIDEND INCOME FUND, PYRFORD INTERNATIONAL STOCK FUND, PYRFORD GLOBAL STRATEGIC RETURN FUND and MONEGY HIGH YIELD BOND FUND, unless the investment advisory agreement is terminated. For DIVIDEND INCOME

FUND, PYRFORD INTERNATIONAL STOCK FUND, PYRFORD GLOBAL STRATEGIC RETURN FUND and MONEGY HIGH YIELD BOND FUND, the Adviser may not terminate this arrangement prior to December 29, 2012 unless the investment advisory agreement is terminated.

 

In addition, the Adviser has the discretion to voluntarily waive its fee for any Fund. Any such waivers by the Adviser are voluntary and may be terminated at any time in the Adviser’s sole discretion.

 

The Funds’ August 31, 2011 Annual Report contains a discussion regarding the Board’s basis for approving the investment advisory contract and sub-advisory contracts on behalf of the Funds, except for the DIVIDEND INCOME FUND, PYRFORD INTERNATIONAL STOCK FUND, LLOYD GEORGE EMERGING MARKETS EQUITY FUND, PYRFORD GLOBAL STRATEGIC RETURN FUND and MONEGY HIGH YIELD BOND FUND. The Board’s basis for approving the investment advisory contract and sub-advisory contracts for these Funds will be included in the Funds’ semi-annual report for the period ended February 28, 2012.

 

Affiliate Services and Fees. M&I Trust, an affiliate of the Adviser, provides services to the Funds as custodian of the assets (except for the PYRFORD INTERNATIONAL STOCK FUND and LLOYD GEORGE EMERGING MARKETS EQUITY FUND), shareholder services agent, securities lending agent, recordkeeper and administrator, directly and through its division, BMO Funds U.S. Services. For each domestic Fund, the custody fees are calculated at the annual rate of 0.02% on the first $250 million of ADNA plus 0.01% of assets exceeding $250 million. M&I Trust is entitled to receive shareholder services fees from Class Y shares of each Fund at the annual rate of 0.25% of the Fund’s ADNA. M&I Trust has the discretion to waive a portion of its fees. However, any fee waivers are voluntary and may be terminated at any time in its sole discretion. As compensation for its services as securities lending agent, M&I Trust receives a portion of each Fund’s revenues from securities lending activities.

 

M&I Trust is the administrator of the Funds and UMB Fund Services, Inc. (UMB) is the sub-administrator.

 

 

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BMO Funds Information (cont.)

 

 

 

M&I Trust, as administrator, is entitled to receive fees from each of the EQUITY FUNDS and INCOME FUNDS at the following annual rates as a percentage of the Fund’s ADNA:

 

   
Fee   Fund’s ADNA  
0.0925%     on the first $250 million   
0.0850%     on the next $250 million   
0.0800%     on the next $200 million   
0.0400%     on the next $100 million   
0.0200%     on the next $200 million   
0.0100%     on ADNA in excess of $1.0 billion   

 

M&I Trust, as administrator, is entitled to receive fees from the MONEY MARKET FUNDS at the following annual rates based on the aggregate ADNA of the MONEY MARKET FUNDS combined:

 

   
Fee   Combined ADNA  
0.040%     on the first $2 billion   
0.030%     on the next $2 billion   
0.025%     on the next $2 billion   
0.020%     on the next $2 billion   
0.010%     on ADNA in excess of $8 billion   

 

All fees of the sub-administrator are paid by M&I Trust.

 

Payments to Financial Intermediaries. From time to time, the Adviser, M&I Trust, M&I Financial Advisors, the distributor or their affiliates may enter into arrangements with each other or with brokers or other financial intermediaries pursuant to which such parties agree to perform administrative or other services on behalf of their clients who are Fund shareholders. Pursuant to these arrangements, the Adviser, M&I Trust, M&I

Financial Advisors, the distributor or their affiliates may make payments to each other or to brokers or other financial intermediaries from their own resources (including shareholder services fees paid by the Funds to M&I Trust) for services provided to clients who hold Fund shares. In addition, the Adviser or an affiliate may make payments to a financial intermediary, including affiliates such as M&I Financial Advisors, based on the value of Fund shares held through the affiliate or intermediary, to compensate it for introducing new shareholders to the Funds and for other services. These payments may vary in amount and generally range from 0.05% to 0.40%. For its services, M&I Financial Advisors will receive special cash compensation based on the value of Fund shares invested through certain intermediaries for a designated time period. The receipt of (or prospect of receiving) such payments or compensation may provide the affiliate or intermediary and its salespersons with an incentive to favor sales of Fund shares, or certain classes of those shares, over other investment alternatives. You may wish to consider whether such arrangements exist when evaluating recommendations from the affiliate or intermediary.

 

Distributor. M&I Distributors, LLC (MID), a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc., acts as principal distributor of the Funds’ shares. All fees of the distributor are paid by M&I Trust. MID is an affiliate of the Adviser and M&I Trust.

 

 

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Historical Performance for Similar Accounts

IMC Dividend Income Composite

 

 

The following table shows the historical composite performance data for the Adviser’s advisory accounts that have substantially similar investment policies and strategies to those of the DIVIDEND INCOME FUND, known as the IMC Dividend Income Composite (the Dividend Income Composite).

 

The Dividend Income Composite is not subject to the same types of expenses as the DIVIDEND INCOME FUND and its member accounts may be subject to different diversification requirements, specific tax restrictions and investment limitations imposed by the Code, foreign tax laws and/or the 1940 Act than those imposed on the DIVIDEND INCOME FUND. The data is provided to illustrate the past performance of the Adviser in managing a substantially similar portfolio as measured against a specific benchmark and does not represent the performance of the DIVIDEND INCOME FUND. This performance data should not be considered an indication of the future performance of the DIVIDEND INCOME FUND or the Adviser.

 

The Adviser has calculated all returns included herein in compliance with the Global Investment Performance Standards (GIPS ® ). The GIPS standards for calculation of total return differ from the standard required by the SEC for calculation of average annual total returns.

 

The Dividend Income Composite returns are calculated net of the highest management fee of 1.00% per annum, net of transaction costs and gross of custodian fees and include the reinvestment of all income and dividends.

The Dividend Income Composite expenses are higher than the estimated expenses of Class Y shares of the DIVIDEND INCOME FUND after fee waivers and expense reimbursements. Accordingly, if the expenses of the Fund’s Class Y shares had been deducted from the Dividend Income Composite’s returns, the returns would have been higher than those shown.

 

     
Periods Ended 9/30/11  

Dividend

Income

Composite

   

S&P 500

Index (1)

 
1 Year     4.98     1.14
5 Year     (2.55)     (1.18)
Since Inception (2)     3.63     4.22

 

(1) The S&P 500 Index is a widely recognized index of large-capitalization U.S. companies. The index is unmanaged and does not reflect any deduction for fees, expenses or taxes. A direct investment in an index is not possible.

 

(2) The Dividend Income Composite commenced operations on November 30, 2002. The Dividend Income Composite includes all of the Adviser’s discretionary institutional and mutual fund accounts (including sub-advisory relationships) with substantially similar investment policies and strategies that have at least $2 million in assets and have been managed by the Adviser for at least one full month.

 

 

HISTORICAL PERFORMANCE FOR SIMILAR ACCOUNTS      97   


Table of Contents

 

Historical Performance for Similar Accounts

Pyrford International Equity (Base Currency US$) Composite

 

 

The following table shows the historical composite performance data for Pyrford’s advisory accounts that have substantially similar investment policies and strategies to those of the PYRFORD INTERNATIONAL STOCK FUND, known as the Pyrford International Equity (Base Currency US$) Composite (the International Equity (Base Currency US$) Composite).

 

The International Equity (Base Currency US$) Composite is not subject to the same types of expenses as the PYRFORD INTERNATIONAL STOCK FUND, and its member accounts may be subject to different diversification requirements, specific tax restrictions and investment limitations imposed by the Code, foreign tax laws and/or the 1940 Act than those imposed on the PYRFORD INTERNATIONAL STOCK FUND. Consequently, the performance results for the International Stock Composite could have been adversely affected if the portfolios in the Composite had been regulated under the federal securities and tax laws. The data is provided to illustrate the past performance of Pyrford in managing a substantially similar portfolio as measured against a specific benchmark and does not represent the performance of the PYRFORD INTERNATIONAL STOCK FUND. This performance data should not be considered an indication of the future performance of the PYRFORD INTERNATIONAL STOCK FUND or Pyrford.

 

Pyrford has calculated all returns included herein in compliance with the Global Investment Performance Standards (GIPS ® ). The GIPS standards for calculation of total return differ from the standards required by the SEC for calculation of average annual total returns.

 

The International Equity (Base Currency US$) Composite returns are calculated net of the highest management fee of 0.75% per annum, net of transaction costs and gross of custodian fees and include the reinvestment of all income and dividends. The International Equity (Base Currency US$) Composite total returns reflect deduction of non-reclaimable withholding taxes on dividends, interest, and capital gains. The MSCI EAFE Index (gross) total returns reflect reinvestment of the total dividend amount distributed to persons residing in the country of the dividend-paying company.

The International Equity (Base Currency US$) Composite expenses are lower than the estimated expenses of Class Y shares of the PYRFORD INTERNATIONAL STOCK FUND. Accordingly, if the expenses of the Fund’s Class Y shares had been deducted from the International Equity (Base Currency US$) Composite’s returns, the returns would have been lower than those shown.

 

     
Periods Ended 9/30/11  

International
Equity (Base
Currency
US$)

Composite

   

MSCI
EAFE

Index (1)

 
1 Year     (1.32)     (8.93)
5 Year     1.08     (3.00)
10 Year     6.90     5.48
Since Inception (2)     5.87     3.49

 

(1) The MSCI EAFE Index (Europe, Australasia, Far East) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the US and Canada. The MSCI EAFE Index consists of the following 22 developed market country indices: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom. The index is unmanaged and does not reflect any deduction for fees, expenses or taxes. A direct investment in an index is not possible.

 

(2) The International Equity (Base Currency US$) Composite comprises all fully discretionary, international equity accounts with a market value greater than US$10m, a base currency of US$ and no hedging restrictions. The benchmark for the composite is the MSCI EAFE index. The composite was first created on July 1, 1996.

 

 

98    HISTORICAL PERFORMANCE FOR SIMILAR ACCOUNTS


Table of Contents

 

Historical Performance for Similar Accounts

Monegy Quality High Yield Bond Composite

 

 

The following table shows the historical composite performance data for Monegy’s advisory accounts that have substantially similar investment policies and strategies to those of the MONEGY HIGH YIELD BOND FUND, known as the Monegy Quality High Yield Bond Composite (the Quality High Yield Bond Composite).

 

The Quality High Yield Bond Composite is not subject to the same types of expenses as the MONEGY HIGH YIELD BOND FUND and its member accounts may be subject to different diversification requirements, specific tax restrictions and investment limitations imposed by the Code, foreign tax laws and/or the 1940 Act than those imposed on the MONEGY HIGH YIELD BOND FUND. The data is provided to illustrate the past performance of Monegy in managing a substantially similar portfolio as measured against a specific benchmark and does not represent the performance of the MONEGY HIGH YIELD BOND FUND. This performance data should not be considered an indication of the future performance of the MONEGY HIGH YIELD BOND FUND or Monegy.

 

Monegy has calculated all returns included herein in compliance with the Global Investment Performance Standards (GIPS ® ). The GIPS ® standards for calculation of total return differ from the standards required by the SEC for calculation of average annual total return.

The Quality High Yield Bond Composite returns are calculated net of the net operating expenses of 0.90% for Class Y shares of the MONEGY HIGH YIELD BOND FUND, and include the reinvestment of all income and dividends.

 

     
Periods Ended
9/30/11
 

Quality
High Yield

Bond

Composite

    The BofA
Merrill
Lynch US
High Yield,
BB-B Rated,
Constrained
Index ® (1)
 
1 Year     2.31     1.93
5 Year     5.57     6.83
10 Year     7.32     7.92
Since Inception (2)     6.86     6.32

 

(1) The BofA Merrill Lynch US High Yield, BB-B Rated, Constrained Index ® contains all securities in The BofA Merrill Lynch US High Yield Index rated BB1 through B3, based on an average of Moody’s, S&P and Fitch, but caps issuer exposure at 2%. The BofA Merrill Lynch US High Yield Index tracks the performance of U.S. dollar denominated below investment grade corporate debt publicly issued in the U.S. domestic market. The index is unmanaged and does not reflect any deduction for fees, expenses or taxes. A direct investment in an index is not possible.

 

(2) The Quality High Yield Bond Composite commenced operations on October 1, 1999. The Quality High Yield Bond Composite includes all of Monegy’s discretionary institutional and mutual fund accounts (including sub-advisory relationships) with comparable investment objectives and risks that have at least $5 million in assets. If a new account size is less than US$ 25 MM, the performance will include the account at the start of the first full month under management. If a new account size is greater than US$ 25 MM, the performance will include the account at the beginning of the second full month under management. If a new account is transferred and still fully invested, the performance will include the account at the beginning of the third full month under management or later if the portfolio does not materially reflect the strategy. If some of these transferred securities cannot be sold due to liquidity reasons and do not fall under the composite description, they will not be included in the composite returns.

 

 

HISTORICAL PERFORMANCE FOR SIMILAR ACCOUNTS      99   


Table of Contents

 

 

LOGO

 

Financial Highlights–Investor Class of Shares (For a share outstanding throughout each period)

 

 

The Financial Highlights will help you understand the financial performance of the shares of each Fund for the last five fiscal years or since inception. Some of the information is presented on a per share basis. Prior to December 29, 2011, the LLOYD GEORGE EMERGING MARKETS EQUITY FUND was known as the Marshall Emerging Markets Equity Fund. Total returns represent the rate an investor would have earned (or lost) on an investment in a Fund, assuming reinvestment of any dividends and capital gains distributions. The DIVIDEND INCOME FUND, PYRFORD INTERNATIONAL STOCK FUND, PYRFORD GLOBAL STRATEGIC RETURN FUND and MONEGY HIGH YIELD BOND FUND are new and do not have operating histories. Information for these Funds, when available, will be included in each Fund’s first financial report.

 

The information for the fiscal year ended August 31, 2011 was derived from financial statements audited by KPMG LLP, the Funds’ independent registered public accounting firm, whose report, along with the Funds’ financial statements and notes thereto, is included in the Funds’ Annual Report dated August 31, 2011, which is available free of charge from the Funds. The information from the prior years was derived from financial statements audited by a different firm.

 

Period Ended August 31    Net Asset
Value
Beginning
of Period
     Net
Investment
Income
(Loss)
    Net
Realized
and
Unrealized
Gain (Loss)
on Investments,
Options,
Futures
Contracts and
Foreign
Currency
Transactions
    Total
from
Investment
Operations
    Distributions
to
Shareholders
from Net
Investment
Income
    Distributions
to
Shareholders
from
Net Realized Gain
on Investments,
Options,
Futures
Contracts and
Foreign
Currency
Transactions
    Total
Distributions
    Net
Asset
Value,
End of
Period
     Total
Return(1)(4)
    Ratios to Average Net Assets(5)     Net
Assets,
End of
Period
(000
Omitted)
     Portfolio
Turnover
Rate(4)
 
                       Net
Expenses(2)
    Expense
Waiver(2)
    Net
Investment
Income
(Loss)(2)
      
Large-Cap Value Fund                                                                                     
2007(3)    $ 13.94       $ 0.18      $ 1.55      $ 1.73      $ (0.18   $ (1.19   $ (1.37   $ 14.30         12.89     1.22     0.01     1.26   $ 329,192         43
2008(3)      14.30         0.18        (1.58     (1.40     (0.14     (0.69     (0.83     12.07         (10.48     1.24               1.11        103,979         40   
2009(3)      12.07         0.16        (2.64     (2.48     (0.17     (0.00     (0.17     9.42         (20.50     1.33               1.80        80,537         73   
2010(3)      9.42         0.09        (0.12     (0.03     (0.12            (0.12     9.27         (0.42     1.27        0.06        0.85        73,579         82   
2011(3)      9.27         0.09        1.31        1.40        (0.05            (0.05     10.62         15.15        1.24        0.05        0.78        67,845         55   
Large-Cap Growth Fund                         
2007(3)      12.16         0.01        1.99        2.00        0.00        (0.43     (0.43     13.73         16.68        1.27        0.01        0.09        246,811         75   
2008(3)      13.73         (0.03     (0.73     (0.76     (0.01     (1.14     (1.15     11.82         (6.62     1.27               (0.10     74,507         122   
2009(3)      11.82         0.03        (2.20     (2.17     (0.01            (0.01     9.64         (18.34     1.39               0.38        55,665         142   
2010(3)      9.64         (0.01     0.29        0.28        (0.02            (0.02     9.90         2.94        1.28        0.07        (0.07     60,125         121   
2011(3)      9.90         (0.02     2.10        2.08        (0.01            (0.01     11.97         20.99        1.24        0.05        (0.14     80,508         113   
Large-Cap Focus Fund                         
2011(3)(10)      10.00         0.03        1.14        1.17        (0.01            (0.01     11.16         11.65        0.90        0.32        0.26        24,253         82   
Mid-Cap Value Fund                                
2007(3)      15.08         0.06        1.94        2.00        (0.07     (1.38     (1.45     15.63         13.52        1.21        0.01        0.37        572,444         62   
2008(3)      15.63         0.06        (1.49     (1.43     (0.06     (1.99     (2.05     12.15         (10.27     1.24               0.35        166,722         41   
2009(3)      12.15         0.06        (2.01     (1.95     (0.02     (0.55     (0.57     9.63         (14.74     1.37               0.64        122,051         63   
2010(3)      9.63         0.04        0.69        0.73        (0.06            (0.06     10.30         7.62        1.27        0.04        0.38        121,288         58   
2011(3)      10.30         0.06        1.63        1.69        (0.06            (0.06     11.93         16.35        1.24        0.02        0.47        131,209         37   
Mid-Cap Growth Fund                         
2007(3)      14.43         (0.10     3.13        3.03                             17.46         21.00        1.27        0.01        (0.61     222,095         169   
2008(3)      17.46         (0.30     (0.06     (0.36                          17.10         (2.06     1.26               (0.58     71,086         186   
2009(3)      17.10         (0.01     (3.87     (3.88            (0.60     (0.60     12.62         (21.96     1.35               (0.07     53,443         224   
2010(3)      12.62         (0.08     1.88        1.80                             14.42         14.26        1.26        0.04        (0.58     63,584         133   
2011(3)      14.42         (0.04     3.40        3.36                             17.78         23.30        1.23        0.00 (6)      (0.21     92,911         79   

 

100    FINANCIAL HIGHLIGHTS


Table of Contents

 

 

Period Ended August 31    Net Asset
Value
Beginning
of Period
     Net
Investment
Income
(Loss)
    Net
Realized
and
Unrealized
Gain (Loss)
on Investments,
Options,
Futures
Contracts and
Foreign
Currency
Transactions
    Total
from
Investment
Operations
    Distributions
to
Shareholders
from Net
Investment
Income
    Distributions
to
Shareholders
from
Net Realized Gain
on Investments,
Options,
Futures
Contracts and
Foreign
Currency
Transactions
    Total
Distributions
    Net
Asset
Value,
End of
Period
     Total
Return(1)(4)
    Ratios to Average Net Assets(5)     Net
Assets,
End of
Period
(000
Omitted)
     Portfolio
Turnover
Rate(4)
 
                       Net
Expenses(2)
    Expense
Waiver(2)
    Net
Investment
Income
(Loss)(2)
      
Small-Cap Value Fund                                                                                     
2011(3)(11)    $ 10.00       $ (0.01   $ (0.74   $ (0.75   $      $      $      $ 9.25         (7.50 )%      1.24     0.57     (0.21 )%    $ 22,132         21
Small-Cap Growth Fund                         
2007(3)      16.44         (0.15     4.05        3.90               (1.33     (1.33     19.01         24.73        1.53        0.01        (0.91     255,894         176   
2008(3)      19.01         (0.22     (1.27     (1.49            (3.33     (3.33     14.19         (10.37     1.51               (0.92     144,938         174   
2009(3)      14.19         (0.02     (2.25     (2.27                          11.92         (16.00     1.60               (0.18     102,186         233   
2010(3)      11.92         (0.15     2.26        2.11                             14.03         17.70        1.47        0.07        (1.18     163,225         153   
2011(3)      14.03         (0.14     3.60        3.46                             17.49         24.66        1.44        0.02        (0.90     335,200         101   
Emerging Markets Equity Fund                       
2009(3)(8)      10.00         0.08        4.38        4.46        (0.01            (0.01     14.45         44.61        1.50        1.27        1.52        6,691         58   
2010(3)      14.45         0.03        2.37        2.40        (0.16     (0.52     (0.68     16.17         16.63        1.50        0.51        0.28        12,856         30   
2011(3)      16.17         0.08        0.86        0.94        (0.45     (0.85     (1.30     15.81         5.08        1.50        0.37        0.67        11,753         34   
Ultra Short Tax-Free Fund                         
2010(3)(9)      10.00         0.11        0.07        0.18        (0.11            (0.11     10.07         1.82        0.55        0.16        1.25        33,189         83   
2011(3)      10.07         0.14        (0.01     0.13        (0.14            (0.14     10.06         1.33        0.55        0.10        1.41        55,069         148   
Short-Term Income Fund                         
2007(3)      9.00         0.38        0.04        0.42        (0.40            (0.40     9.02         4.78        0.58        0.52        4.28        75,677         52   
2008(3)      9.02         0.41        (0.11     0.30        (0.40            (0.40     8.92         3.38        0.60        0.20        4.48        28,232         47   
2009(3)      8.92         0.36        0.04        0.40        (0.35            (0.35     8.97         4.77        0.60        0.27        4.11        29,403         49   
2010(3)      8.97         0.27        0.32        0.59        (0.26            (0.26     9.30         6.61        0.60        0.20        2.95        52,353         50   
2011(3)      9.30         0.25        (0.00     0.25        (0.23            (0.23     9.32         2.59        0.60        0.18        2.65        64,882         114   
Short-Intermediate Bond Fund                         
2007(3)      9.23         0.43        (0.08     0.35        (0.42            (0.42     9.16         3.86        0.75        0.26        4.56        359,507         421   
2008(3)      9.16         0.44        (0.26     0.18        (0.43            (0.43     8.91         1.91        0.80        0.06        4.69        95,322         293   
2009(3)      8.91         0.46        0.09        0.55        (0.46            (0.46     9.00         7.05        0.80        0.14        5.64        59,653         360   
2010(3)      9.00         0.23        0.86        1.09        (0.19            (0.19     9.90         12.25        0.80        0.14        2.43        65,383         373   
2011(3)      9.90         0.18        0.22        0.40        (0.17            (0.17     10.13         4.07        0.80        0.13        1.78        54,028         445   
Intermediate Tax-Free Fund                         
2007(3)      10.03         0.36        (0.10     0.26        (0.36            (0.36     9.93         2.59        0.60        0.53        3.56        82,037         48   
2008(3)      9.93         0.39        0.28        0.67        (0.39            (0.39     10.21         6.84        0.55        0.58        3.84        89,772         196   
2009(3)      10.21         0.41        0.19        0.60        (0.41     (0.12     (0.53     10.28         6.21        0.55        0.58        4.14        141,961         92   
2010(3)      10.28         0.38        0.61        0.99        (0.38     (0.02     (0.40     10.87         9.78        0.55        0.53        3.58        422,804         45   
2011(3)      10.87         0.36        (0.09     0.27        (0.36     (0.03     (0.39     10.75         2.65        0.55        0.33        3.44        385,220         59   
Government Income Fund                         
2007(3)      9.42         0.42        0.02        0.44        (0.42            (0.42     9.44         4.71        0.89        0.29        4.44        550,614         686   
2008(3)      9.44         0.45        (0.07     0.38        (0.44            (0.44     9.38         4.01        0.80        0.06        4.68        367,555         284   
2009(3)      9.38         0.45        0.36        0.81        (0.44     (0.26     (0.70     9.49         9.26        0.80        0.10        4.96        296,190         360   
2010(3)      9.49         0.32        0.57        0.89        (0.29            (0.29     10.09         9.49        0.80        0.11        3.24        274,660         383   
2011(3)      10.09         0.21        0.25        0.46        (0.21     (0.30     (0.51     10.04         4.72        0.80        0.13        2.08        204,664         717   
Corporate Income Fund                                                                                     
2009(3)(8)      10.00         0.34        1.57        1.91        (0.34            (0.34     11.57         19.44        0.80        1.04        5.07        5,570         38   
2010(3)      11.57         0.50        1.00        1.50        (0.52     (0.07     (0.59     12.48         13.28        0.80        0.30        4.01        15,546         80   
2011(3)      12.48         0.49        0.18        0.67        (0.51     (0.28     (0.79     12.36         5.60        0.80        0.08        3.95        17,542         48   

 

FINANCIAL HIGHLIGHTS      101   


Table of Contents

 

 

Period Ended August 31    Net Asset
Value
Beginning
of Period
     Net
Investment
Income
(Loss)
     Net
Realized
and
Unrealized
Gain (Loss)
on Investments,
Options,
Futures
Contracts and
Foreign
Currency
Transactions
    Total
from
Investment
Operations
     Distributions
to
Shareholders
from Net
Investment
Income
    Distributions
to
Shareholders
from
Net Realized Gain
on Investments,
Options,
Futures
Contracts and
Foreign
Currency
Transactions
    Total
Distributions
    Net
Asset
Value,
End of
Period
     Total
Return(1)(4)
    Ratios to Average Net Assets(5)     Net
Assets,
End of
Period
(000
Omitted)
     Portfolio
Turnover
Rate(4)
 
                         Net
Expenses(2)
    Expense
Waiver(2)
    Net
Investment
Income
(Loss)(2)
      
Aggregate Bond Fund                                                                                      
2007(3)(7)    $ 10.00       $ 0.11       $ 0.10      $ 0.21       $ (0.11   $      $ (0.11   $ 10.10         2.11     0.80     0.14     4.38   $ 59,013         129
2008(3)      10.10         0.47         (0.04     0.43         (0.46     (0.06     (0.52     10.01         4.32        0.80        0.08        4.64        79,471         333   
2009(3)      10.01         0.50         0.48        0.98         (0.48     (0.32     (0.80     10.19         11.12        0.80        0.12        5.40        76,892         445   
2010(3)      10.19         0.29         0.94        1.23         (0.28            (0.28     11.14         12.25        0.80        0.09        2.73        133,878         449   
2011(3)      11.14         0.21         0.23        0.44         (0.20     (0.40     (0.60     10.98         4.24        0.80        0.04        1.93        229,245         586   
Core Plus Bond Fund                          
2009(3)(8)      10.00         0.25         0.82        1.07         (0.26            (0.26     10.81         10.83        0.80        0.32        4.02        21,057         26   
2010(3)      10.81         0.40         0.68        1.08         (0.44     (0.01     (0.45     11.44         10.19        0.80        0.17        3.58        39,776         72   
2011(3)      11.44         0.46         0.22        0.68         (0.48     (0.23     (0.71     11.41         6.18        0.80        0.04        4.03        62,121         48   
Government Money Market Fund                          
2007      1.00         0.05                0.05         (0.05            (0.05     1.00         4.99        0.45        0.13        4.88        199,797           
2008      1.00         0.03         0.00        0.03         (0.03     (0.00     (0.03     1.00         3.19        0.45        0.10        2.91        309,487           
2009      1.00         0.01         0.00        0.01         (0.01     (0.00     (0.01     1.00         0.56        0.47 (12)      0.08        0.53        476,685           
2010      1.00         0.00                0.00         (0.00            (0.00     1.00         0.01        0.28        0.26        0.01        353,637           
2011      1.00         0.00         0.00        0.00         (0.00     (0.00     (0.00     1.00         0.01        0.21        0.34        0.01        256,327           
Tax-Free Money Market Fund                          
2007      1.00         0.03         0.00        0.03         (0.03     (0.00     (0.03     1.00         3.33        0.45        0.13        3.28        308,414           
2008      1.00         0.03         0.00        0.03         (0.03     (0.00     (0.03     1.00         2.57        0.45        0.09        2.48        424,211           
2009      1.00         0.01         0.00        0.01         (0.01     (0.00     (0.01     1.00         1.42        0.48 (12)      0.08        1.40        389,143           
2010      1.00         0.00         0.00        0.00         (0.00     (0.00     (0.00     1.00         0.30        0.45        0.09        0.29        299,374           
2011      1.00         0.00         0.00        0.00         (0.00     (0.00     (0.00     1.00         0.07        0.44        0.10        0.06        243,833           
Prime Money Market Fund                          
2007      1.00         0.05                0.05         (0.05            (0.05     1.00         5.06        0.45        0.02        4.95        2,753,457           
2008      1.00         0.04                0.04         (0.04            (0.04     1.00         3.65        0.45        0.01        3.65        2,524,244           
2009      1.00         0.01                0.01         (0.01            (0.01     1.00         1.15        0.49 (12)      0.00 (6)      1.16        2,240,416           
2010      1.00         0.00                0.00         (0.00            (0.00     1.00         0.04        0.41        0.05        0.04        1,412,771           
2011      1.00         0.00                0.00         (0.00            (0.00     1.00         0.01        0.38        0.08        0.01        1,401,557           

 

(1) Based on net asset value as of end of period date.
(2) The contractual and voluntary expense waivers pursuant to Note 5 of the financial statements are reflected in both the expense and net investment income (loss) ratios.
(3) Redemption fees consisted of per share amounts less than $0.01.
(4) Not annualized for periods less than one year.
(5) Annualized for periods less than one year.
(6) Represents less than 0.005%.
(7) Reflects operations for the period from June 1, 2007 (commencement of operations) to August 31, 2007.
(8) Reflects operations for the period from December 23, 2008 (commencement of operations) to August 31, 2009.
(9) Reflects operations for the period from October 1, 2009 (commencement of operations) to August 31, 2010.
(10) Reflects operations for the period from September 1, 2010 (commencement of operations) to August 31, 2011.
(11) Reflects operations for the period from March 1, 2011 (commencement of operations) to August 31, 2011.
(12) Participation fees for the Treasury’s Temporary Guarantee Program in the Government Money Market Fund, Tax-Free Money Market Fund and Prime Money Market Fund amounted to 0.03%, 0.03% and 0.04%, respectively

 

102    FINANCIAL HIGHLIGHTS


Table of Contents

 

 

LOGO

 

Financial Highlights–Institutional Class of Shares (For a share outstanding throughout each period)

 

 

Period Ended August 31    Net

Asset
Value
Beginning
of Period
     Net
Investment
Income
(Loss)
    Net

Realized
and
Unrealized
Gain
(Loss)
on
Investments,
Options,
Futures
Contracts
and
Foreign
Currency
Transactions
    Total
from
Investment
Operations
    Distributions

to
Shareholders
from
Net
Investment
Income
    Distributions

to
Shareholders

from
Net Realized
Gain
on Investments,
Options,

Futures
Contracts and
Foreign

Currency
Transactions
    Total
Distributions
    Net

Asset
Value,
End of
Period
     Total
Return(1)(4)
    Ratios to Average Net Assets(5)     Net

Assets,
End of

Period
(000
Omitted)
    

Portfolio
Turnover
Rate(4)

 
                       Net
Expenses(2)
    Expense
Waiver(2)
    Net


Investment
Income
(Loss)(2)
      
Large-Cap Value Fund                                                                                     
2008(3)(8)    $ 12.99       $ 0.10      $ (0.95   $ (0.85   $ (0.07   $      $ (0.07   $ 12.07         (6.57 )%      1.00         1.54   $ 152,572         40
2009(3)      12.07         0.19        (2.64     (2.45     (0.19     (0.00     (0.19     9.43         (20.27     1.08               2.04        104,984         73   
2010(3)      9.43         0.11        (0.11     0.00        (0.15            (0.15     9.28         (0.14     1.02        0.06        1.09        88,269         82   
2011(3)      9.28         0.11        1.32        1.43        (0.06            (0.06     10.65         15.47        0.99        0.05        1.03        78,877         55   
Large-Cap Growth Fund                         
2008(3)(8)      11.97         0.01        (0.14     (0.13                          11.84         (1.09     1.03               0.30        149,952         122   
2009(3)      11.84         0.06        (2.21     (2.15     (0.02            (0.02     9.67         (18.16     1.14               0.62        100,612         142   
2010(3)      9.67         0.02        0.29        0.31        (0.04            (0.04     9.94         3.17        1.03        0.07        0.18        91,433         121   
2011(3)      9.94         0.01        2.11        2.12        (0.04            (0.04     12.02         21.33        0.99        0.05        0.11        103,598         113   
Large-Cap Focus Fund                         
2011(3)(11)      10.00         0.06        1.14        1.20        (0.01            (0.01     11.19         12.01        0.65        0.32        0.47        30,625         82   
Mid-Cap Value Fund                         
2008(3)(8)      12.55         0.04        (0.42     (0.38                          12.17         (3.03     1.02               0.59        99,009         41   
2009(3)      12.17         0.07        (2.01     (1.94     (0.05     (0.55     (0.60     9.63         (14.59     1.12               0.90        91,115         63   
2010(3)      9.63         0.06        0.69        0.75        (0.09            (0.09     10.29         7.83        1.02        0.04        0.63        99,329         58   
2011(3)      10.29         0.09        1.63        1.72        (0.08            (0.08     11.93         16.72        0.99        0.02        0.71        108,425         37   
Mid-Cap Growth Fund                         
2008(3)(8)      17.09         (0.01     0.06        0.05                             17.14         0.29        1.01               (0.19     171,529         186   
2009(3)      17.14         0.02        (3.88     (3.86            (0.60     (0.60     12.68         (21.79     1.10               0.18        135,858         224   
2010(3)      12.68         (0.05     1.89        1.84        (0.02            (0.02     14.50         14.49        1.01        0.04        (0.33     136,392         133   
2011(3)      14.50         0.02        3.41        3.43                             17.93         23.66        0.98        0.00 (6)      0.10        161,539         79   
Small-Cap Value Fund                         
2011(3)(13)      10.00         0.00        (0.74     (0.74                          9.26         (7.40     0.99        0.57        0.04        2,814         21   
Small-Cap Growth Fund                         
2008(3)(8)      14.73         (0.03     (0.48     (0.51                          14.22         (3.46     1.27               (0.49     134,623         174   
2009(3)      14.22         0.01        (2.26     (2.25                          11.97         (15.82     1.35               0.05        127,901         233   
2010(3)      11.97         (0.12     2.27        2.15                             14.12         17.96        1.22        0.07        (0.93     169,036         153   
2011(3)      14.12         (0.11     3.64        3.53                             17.65         25.00        1.19        0.02        (0.56     193,655         101   
Emerging Markets Equity Fund                         
2009(3)(9)      10.00         0.09        4.39        4.48        (0.01            (0.01     14.47         44.82        1.25        1.27        1.54        39,054         58   
2010(3)      14.47         0.09        2.35        2.44        (0.18     (0.52     (0.70     16.21         16.88        1.25        0.51        0.53        46,996         30   
2011(3)      16.21         0.09        0.90        0.99        (0.49     (0.85     (1.34     15.86         5.32        1.25        0.36        0.85        37,164         34   
Ultra Short Tax-Free Fund                         
2010(3)(10)      10.00         0.13        0.07        0.20        (0.13            (0.13     10.07         2.05        0.30        0.16        1.52        273,120         83   
2011(3)      10.07         0.17        (0.01     0.16        (0.17            (0.17     10.06         1.58        0.30        0.10        1.64        368,540         148   

 

FINANCIAL HIGHLIGHTS      103   


Table of Contents

 

 

Period Ended August 31    Net

Asset
Value
Beginning
of Period
     Net
Investment
Income
(Loss)
     Net

Realized
and
Unrealized
Gain
(Loss)
on
Investments,
Options,
Futures
Contracts
and
Foreign
Currency
Transactions
    Total
from
Investment
Operations
     Distributions

to
Shareholders
from
Net
Investment
Income
    Distributions

to
Shareholders

from
Net Realized
Gain
on Investments,
Options,

Futures
Contracts and
Foreign

Currency
Transactions
    Total
Distributions
    Net

Asset
Value,
End of
Period
     Total
Return(1)(4)
    Ratios to Average Net Assets(5)     Net

Assets,
End of

Period
(000
Omitted)
    

Portfolio
Turnover
Rate(4)

 
                         Net
Expenses(2)
    Expense
Waiver(2)
    Net


Investment
Income
(Loss)(2)
      
Short-Term Income Fund                                                                                      
2007(3)(7)    $ 9.02       $ 0.11       $ 0.00      $ 0.11       $ (0.11   $      $ (0.11   $ 9.02         1.20     0.35     0.23     4.65   $ 41,186         52
2008(3)      9.02         0.43         (0.09     0.34         (0.43            (0.43     8.93         3.76        0.35        0.20        4.69        72,928         47   
2009(3)      8.93         0.38         0.04        0.42         (0.37            (0.37     8.98         5.03        0.35        0.27        4.47        66,039         49   
2010(3)      8.98         0.29         0.32        0.61         (0.28            (0.28     9.31         6.87        0.35        0.20        3.19        72,686         50   
2011(3)      9.31         0.26         (0.01     0.25         (0.24            (0.24     9.32         2.73        0.35        0.17        2.93        86,591         114   
Short-Intermediate Bond Fund                          
2007(3)(7)      9.17         0.11         (0.01     0.10         (0.11            (0.11     9.16         1.12        0.55        0.08        4.90        181,534         421   
2008(3)      9.16         0.45         (0.26     0.19         (0.45            (0.45     8.90         2.05        0.55        0.06        4.94        200,110         293   
2009(3)      8.90         0.48         0.09        0.57         (0.48            (0.48     8.99         7.32        0.55        0.14        5.89        118,546         360   
2010(3)      8.99         0.26         0.87        1.13         (0.22            (0.22     9.90         12.65        0.55        0.14        2.69        109,776         373   
2011(3)      9.90         0.20         0.21        0.41         (0.19            (0.19     10.12         4.22        0.55        0.13        2.03        102,730         445   
Intermediate Tax-Free Fund                          
2011(3)(12)      10.37         0.25         0.38        0.63         (0.25            (0.25     10.75         6.17        0.50        0.06        3.54        166,269         59   
Government Income Fund                          
2007(3)(7)      9.41         0.11         0.03        0.14         (0.11            (0.11     9.44         1.54        0.55        0.13        4.87        141,305         686   
2008(3)      9.44         0.46         (0.07     0.39         (0.46            (0.46     9.37         4.16        0.55        0.06        4.88        249,127         284   
2009(3)      9.37         0.48         0.36        0.84         (0.46     (0.26     (0.72     9.49         9.65        0.55        0.10        5.22        159,881         360   
2010(3)      9.49         0.35         0.55        0.90         (0.31            (0.31     10.08         9.65        0.55        0.11        3.52        113,314         383   
2011(3)      10.08         0.24         0.24        0.48         (0.23     (0.30     (0.53     10.03         4.99        0.55        0.12        2.33        47,101         717   
Corporate Income Fund                          
2009(3)(9)      10.00         0.35         1.58        1.93         (0.36            (0.36     11.57         19.63        0.55        1.04        4.88        15,927         38   
2010(3)      11.57         0.53         0.99        1.52         (0.54     (0.07     (0.61     12.48         13.56        0.55        0.30        4.13        52,317         80   
2011(3)      12.48         0.52         0.17        0.69         (0.54     (0.28     (0.82     12.35         5.77        0.55        0.08        4.18        76,263         48   
Aggregate Bond Fund                          
2007(3)(7)      10.00         0.12         0.10        0.22         (0.12            (0.12     10.10         2.18        0.55        0.14        4.63        143,657         129   
2008(3)      10.10         0.50         (0.04     0.46         (0.49     (0.06     (0.55     10.01         4.58        0.55        0.08        4.87        222,380         333   
2009(3)      10.01         0.52         0.48        1.00         (0.50     (0.32     (0.82     10.19         11.40        0.55        0.12        5.66        150,309         445   
2010(3)      10.19         0.32         0.93        1.25         (0.31            (0.31     11.13         12.43        0.55        0.09        3.03        178,962         449   
2011(3)      11.13         0.23         0.24        0.47         (0.23     (0.40     (0.63     10.97         4.50        0.55        0.04        2.18        240,147         586   
Core Plus Bond Fund                          
2009(3)(9)      10.00         0.26         0.83        1.09         (0.28            (0.28     10.81         11.04        0.55        0.32        3.73        33,067         26   
2010(3)      10.81         0.42         0.68        1.10         (0.46     (0.01     (0.47     11.44         10.46        0.55        0.17        3.84        35,851         72   
2011(3)      11.44         0.49         0.21        0.70         (0.50     (0.23     (0.73     11.41         6.45        0.55        0.04        4.28        47,398         48   
Government Money Market Fund                          
2007      1.00         0.05                0.05         (0.05            (0.05     1.00         5.25        0.20        0.13        5.13        136,910           
2008      1.00         0.03         0.00        0.03         (0.03     (0.00     (0.03     1.00         3.45        0.20        0.10        3.33        275,136           
2009      1.00         0.01         0.00        0.01         (0.01     (0.00     (0.01     1.00         0.80        0.23 (14)      0.07        0.75        399,654           
2010      1.00         0.00                0.00         (0.00            (0.00     1.00         0.09        0.20        0.09        0.09        314,001           
2011      1.00         0.00         0.00        0.00         (0.00     (0.00     (0.00     1.00         0.04        0.17        0.13        0.04        244,082           

 

104    FINANCIAL HIGHLIGHTS


Table of Contents

 

 

Period Ended August 31    Net
Asset
Value
Beginning
of Period
     Net
Investment
Income
(Loss)
     Net
Realized and
Unrealized
Gain (Loss)
on
Investments,
Options,
Futures
Contracts and
Foreign
Currency
Transactions
     Total
from
Investment
Operations
     Distributions
to
Shareholders
from Net
Investment
Income
    Distributions
to
Shareholders
from
Net Realized
Gain
on Investments,
Options,
Futures
Contracts and
Foreign
Currency
Transactions
    Total
Distributions
    Net
Asset
Value,
End of
Period
     Total
Return(1)(4)
    Ratios to Average Net Assets(5)     Net
Assets,
End of
Period
(000
Omitted)
     Portfolio
Turnover
Rate(4)
 
                          Net
Expenses(2)
    Expense
Waiver(2)
    Net
Investment
Income
(Loss)(2)
      
Tax-Free Money Market Fund                                                                                                        
2007    $ 1.00       $ 0.04       $ 0.00       $ 0.04       $ (0.04   $ (0.00   $ (0.04   $ 1.00         3.59     0.20     0.13     3.53   $ 243,842        
2008      1.00         0.03         0.00         0.03         (0.03     (0.00     (0.03     1.00         2.83        0.20        0.09        2.67        398,315           
2009      1.00         0.02         0.00         0.02         (0.02     (0.00     (0.02     1.00         1.68        0.23 (14)      0.08        1.62        596,180           
2010      1.00         0.01         0.00         0.01         (0.01     (0.00     (0.01     1.00         0.55        0.20        0.09        0.53        607,761           
2011      1.00         0.00         0.00         0.00         (0.00     (0.00     (0.00     1.00         0.31        0.20        0.08        0.30        613,935           
Prime Money Market Fund                                
2007      1.00         0.05                 0.05         (0.05            (0.05     1.00         5.33        0.20        0.02        5.20        2,080,429           
2008      1.00         0.04                 0.04         (0.04            (0.04     1.00         3.91        0.20        0.01        3.69        3,101,260           
2009      1.00         0.01                 0.01         (0.01            (0.01     1.00         1.40        0.24 (14)      0.00 (6)      1.32        3,024,018           
2010      1.00         0.00                 0.00         (0.00            (0.00     1.00         0.25        0.20        0.01        0.25        2,077,081           
2011      1.00         0.00                 0.00         (0.00            (0.00     1.00         0.19        0.20        0.01        0.19        2,164,483           

 

(1) Based on net asset value as of end of period date.
(2) The contractual and voluntary expense waivers pursuant to Note 5 of the financial statements are reflected in both the expense and net investment income (loss) ratios.
(3) Redemption fees consisted of per share amounts less than $0.01.
(4) Not annualized for periods less than one year.
(5) Annualized for periods less than one year.
(6) Represents less than 0.005%.
(7) Reflects operations for the period from June 1, 2007 (commencement of operations) to August 31, 2007.
(8) Reflects operations for the period from February 1, 2008 (commencement of operations) to August 31, 2008.
(9) Reflects operations for the period from December 23, 2008 (commencement of operations) to August 31, 2009.
(10) Reflects operations for the period from October 1, 2009 (commencement of operations) to August 31, 2010.
(11) Reflects operations for the period from September 1, 2010 (commencement of operations) to August 31, 2011.
(12) Reflects operations for the period from December 28, 2010 (commencement of operations) to August 31, 2011.
(13) Reflects operations for the period from March 1, 2011 (commencement of operations) to August 31, 2011.
(14) Participation fees for the Treasury’s Temporary Guarantee Program in the Government Money Market Fund, Tax-Free Money Market Fund and Prime Money Market Fund amounted to 0.03%, 0.03% and 0.04%, respectively.

 

FINANCIAL HIGHLIGHTS      105   


Table of Contents

The SAI is incorporated by reference into this Prospectus. Additional information about the Funds’ investments is contained in the SAI and the Annual and Semi-Annual Reports of the Funds as they become available. The Annual Report’s investment commentaries discuss market conditions and investment strategies that significantly affected the performance of each Fund during its last fiscal year.

 

To obtain the SAI, Annual Report, Semi-Annual Report and other information, free of charge, and to make inquiries, write to or call BMO Funds U.S. Services at 1-414-287-8555 or at 1-800-236-FUND (3863). You also may obtain these materials free of charge on the BMO Funds’ website at www. bmofundsus.com.

 

You may write to the SEC Public Reference Room at the regular mailing address or the e-mail address below and ask them to mail you information about the Funds, including the SAI.

 

They will charge you a fee for this duplicating service. You can also visit the SEC Public Reference Room and review and copy documents while you are there. For more information about the operation of the Public Reference Room, call the SEC at the telephone number below.

 

Public Reference Section: Securities and Exchange Commission Washington, D.C. 20549-1520    |    1-202-551-8090    |    publicinfo@sec.gov

 

Reports and other information about the Funds are also available on the EDGAR database on the SEC’s Internet site at http://www.sec.gov.

 

BMO Funds U.S. Services

P.O. Box 55931

Boston, MA 02205-5931

1-800-236-FUND (3863)

414-287-8555

 

www.bmofundsus.com

 

M&I Distributors, LLC, Distributor

 

M&I Investment Management Corp., Investment Adviser

 

© 2012 BMO Financial Corp.

Investments are: Not FDIC Insured    No Bank Guarantee    May Lose Value

 

Investment Company Act File No. 811-58433    10-328-088 (12/11)


Table of Contents

BMO Funds

Statement of Additional Information

December 29, 2011

Equity Funds

   

BMO Large-Cap Value Fund

Class Y (MREIX)

     Class I (MLVIX)
   

BMO Dividend Income Fund

Class Y (MDIYX)      Class I (MDIVX)
   

BMO Large-Cap Growth Fund

Class Y (MASTX)      Class I (MLCIX)
   

BMO Large-Cap Focus Fund

Class Y (MLYFX)      Class I (MLIFX)
   

BMO Mid-Cap Value Fund

Class Y (MRVEX)      Class I (MRVIX)
   

BMO Mid-Cap Growth Fund

Class Y (MRMSX)      Class I (MRMIX)
   

BMO Small-Cap Value Fund

Class Y (MRSYX)      Class I (MRSNX)
   

BMO Small-Cap Growth Fund

Class Y (MRSCX)      Class I (MSGIX)
   

BMO Pyrford International Stock Fund

Class Y (MISYX)      Class I (MISNX)
   

BMO Lloyd George Emerging Markets Equity Fund

Class Y (MEMYX)      Class I (MIEMX)

Balanced Funds

   

BMO Pyrford Global Strategic Return Fund

Class Y (MGRYX)      Class I (MGRNX)

Income Funds

   

BMO Ultra Short Tax-Free Fund

Class Y (MUYSX)      Class I (MUISX)
   

BMO Short-Term Income Fund

Class Y (MSINX)      Class I (MSIFX)
   

BMO Short-Intermediate Bond Fund

Class Y (MAIBX)      Class I (MIBIX)
   

BMO Intermediate Tax-Free Fund

Class Y (MITFX)      Class I (MIITX)
   

BMO Government Income Fund

Class Y (MRGIX)      Class I (MGIIX)
   

BMO TCH Corporate Income Fund

Class Y (MCIYX)      Class I (MCIIX)
   

BMO Aggregate Bond Fund

Class Y (MABYX)      Class I (MRAIX)
   

BMO TCH Core Plus Bond Fund

Class Y (MCYBX)      Class I (MCBIX)
   

BMO Monegy High Yield Bond Fund

Class Y (MHBYX)      Class I (MHBNX)

Money Market Funds

   

BMO Government Money Market Fund

Class Y (MGYXX)      Class I (MGNXX)
   

BMO Tax-Free Money Market Fund

Class Y (MTFXX)      Class I (MFIXX)
   

BMO Prime Money Market Fund

Class Y (MARXX)      Class I (MAIXX)

This Statement of Additional Information (SAI) is not a Prospectus and should be read in conjunction with the Prospectuses for the BMO Funds listed above (each, a Fund and collectively, the Funds) dated December 29, 2011. This SAI incorporates by reference the financial statements from the Funds’ August 31, 2011 Annual Report. You may obtain the Prospectus and the Annual Report without charge by calling BMO Funds U.S. Services at 1-800-236-FUND (3863), or you can visit the BMO Funds’ website at http:// www.bmofundsus.com.

P.O. Box 1348, Milwaukee, Wisconsin 53201-1348

M&I DISTRIBUTORS, LLC

 

 

Distributor


Table of Contents

TABLE OF CONTENTS

 

HOW ARE THE FUNDS ORGANIZED?

     1   

SECURITIES, TRANSACTIONS, INVESTMENT TECHNIQUES AND RISKS

     2   

NON-FUNDAMENTAL INVESTMENT OBJECTIVES

     26   

INVESTMENT POLICIES AND LIMITATIONS

     26   

VALUATION OF SECURITIES

     30   

TRADING IN FOREIGN SECURITIES

     31   

WHAT DO SHARES COST?

     31   

HOW ARE FUND SHARES SOLD?

     32   

HOW TO BUY SHARES

     34   

ACCOUNT AND SHARE INFORMATION

     34   

WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES?

     43   

DIRECTORS AND OFFICERS

     50   

INFORMATION ABOUT THE ADVISER AND SUB-ADVISERS

     57   

PORTFOLIO MANAGERS

     63   

VOTING PROXIES ON FUND PORTFOLIO SECURITIES

     69   

PORTFOLIO HOLDINGS DISCLOSURE POLICY

     71   

BROKERAGE TRANSACTIONS

     72   

INFORMATION ABOUT THE FUNDS’ SERVICE PROVIDERS

     75   

PERFORMANCE

     80   

FINANCIAL STATEMENTS

     80   

APPENDIX A—RATINGS DEFINITIONS

     A-1   

APPENDIX B—ADDRESSES

     B-1   

 

i


Table of Contents

HOW ARE THE FUNDS ORGANIZED?

Marshall Funds, Inc. (Corporation), d/b/a BMO Funds, is an open-end, management investment company that was established as a Wisconsin corporation on July 31, 1992. Effective July 5, 2011, the Bank of Montreal, a publicly-traded Canadian banking institution (BMO), acquired Marshall & Ilsley Corporation, the former parent company of M&I Investment Management Corp. (Adviser). As a result of the transaction, Marshall Funds, Inc. began doing business as BMO Funds and each Fund was renamed as a BMO Fund.

The Funds are diversified portfolios of the Corporation. The Corporation may offer separate series of shares representing interests in separate portfolios of securities, and the shares in any one portfolio may be offered in separate classes. Currently, the Corporation offers 23 separate series.

The Board of Directors of the Corporation (Board) has established certain classes of shares with respect to each Fund as follows:

 

Fund

   Investor Class
Shares (Class Y)
     Institutional Class
Shares (Class I)
 

Large-Cap Value

   ü         ü     

Dividend Income

   ü         ü     

Large-Cap Growth

   ü         ü     

Large-Cap Focus

   ü         ü     

Mid-Cap Value

   ü         ü     

Mid-Cap Growth

   ü         ü     

Small-Cap Value

   ü         ü     

Small-Cap Growth

   ü         ü     

Pyrford International Stock

   ü         ü     

Lloyd George Emerging Markets Equity*

   ü         ü     

Pyrford Global Strategic Return

   ü         ü     

Ultra Short Tax-Free

   ü         ü     

Short-Term Income

   ü         ü     

Short-Intermediate Bond

   ü         ü     

Intermediate Tax-Free

   ü         ü     

Government Income

   ü         ü     

TCH Corporate Income

   ü         ü     

Aggregate Bond

   ü         ü     

TCH Core Plus Bond

   ü         ü     

Monegy High Yield Bond

   ü         ü     

Government Money Market

   ü         ü     

Tax-Free Money Market

   ü         ü     

Prime Money Market

   ü         ü     

The Adviser has retained the following sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) for certain Funds:

 

Fund Name

  

Sub-Adviser

Pyrford International Stock

   Pyrford International, Ltd. (Pyrford)

Lloyd George Emerging Markets Equity*

   Lloyd George Management (Hong Kong) Limited (LGM (HK))

Pyrford Global Strategic Return

   Pyrford International, Ltd. (Pyrford)

TCH Corporate Income

   Taplin, Canida & Habacht, LLC (TCH)

TCH Core Plus Bond

   Taplin, Canida & Habacht, LLC (TCH)

Monegy High Yield Bond

   HIM Monegy, Inc. (Monegy)

 

 

* Prior to December 29, 2011, the Lloyd George Emerging Markets Equity Fund was known as the Marshall Emerging Markets Fund and the Fund’s sub-adviser was Trilogy Global Advisors, LLC.

 

B-1


Table of Contents

This SAI contains additional information about the Corporation and the Funds. This SAI uses the same terms as defined in the Funds’ Prospectus.

The definitions of the terms “series” and “class” in the Wisconsin Business Corporation Law, Chapter 180 of the Wisconsin Statutes (WBCL), differ from the meanings assigned to those terms in the Prospectus and this SAI. The Corporation’s Articles of Incorporation reconcile this inconsistency in terminology and provide that the Prospectus and SAI may use the meanings assigned the terms in such documents.

SECURITIES, TRANSACTIONS, INVESTMENT TECHNIQUES AND RISKS

The following information supplements the discussion of each Fund’s securities and investment techniques that are described in the Prospectus.

As used in this section, the term Adviser means Adviser or Sub-Adviser, as applicable.

Asset-Backed/Mortgage-Backed Securities are issued by non-governmental entities and carry no direct or indirect government guarantee. The value and liquidity of asset-backed and mortgage-backed securities in which a Fund invests may be adversely affected by downturns in the sub-prime mortgage lending market. Concerns about defaults on sub-prime loans, which are made to borrowers with low credit ratings and other factors that increase the risk of default, have and may continue to create heightened volatility and turmoil in the credit markets. Asset-backed and mortgage-backed securities may be supported by credit enhancements. However, there can be no assurance that private insurers or guarantors can meet their obligations under the insurance policies or guarantee arrangements.

Asset-backed securities represent an interest in a pool of assets such as car loans and credit card receivables. Almost any type of fixed income assets (including other fixed income securities) may be used to create an asset-backed security. However, most asset-backed securities involve consumer or commercial debts with maturities of less than ten years. Asset-backed securities may take the form of commercial paper or notes, in addition to pass-through certificates or asset-backed bonds. Asset-backed securities also may resemble some types of collateralized mortgage obligations (CMOs).

Payments on asset-backed securities depend upon assets held by the issuer and collections of the underlying loans. The value of these securities depends on many factors, including changing interest rates, the availability of information about the pool and its structure, the credit quality of the underlying assets, the market’s perception of the servicer of the pool and any credit enhancement provided. Also, these securities may be subject to prepayment risk.

Mortgage-backed securities represent interests in pools of mortgages. The underlying mortgages normally have similar interest rates, maturities and other terms. Mortgages may have fixed or adjustable interest rates. Adjustable rate mortgages are known as ARMs.

Mortgage-backed securities come in a variety of forms. Many have extremely complicated terms. The simplest form of mortgage-backed securities is a “pass-through certificate.” Holders of pass-through certificates receive a pro rata share of the payments from the underlying mortgages. Holders also receive a pro rata share of any prepayments, so they assume all the prepayment risk of the underlying mortgages.

CMOs are complicated instruments that allocate payments and prepayments from an underlying pass-through certificate among holders of different classes of mortgage-backed securities. This creates different prepayment and market risks for each CMO class.

 

B-2


Table of Contents

In addition, CMOs may allocate interest payments to one class (Interest Only or IOs) and principal payments to another class (Principal Only or POs). POs increase in value when prepayment rates increase. In contrast, IOs decrease in value when prepayments increase, because the underlying mortgages generate less interest payments. However, IOs’ prices tend to increase when interest rates rise (and prepayments fall), making IOs a useful hedge against market risk.

Generally, homeowners have the option to prepay their mortgages at any time without penalty. Homeowners frequently refinance high rate mortgages when mortgage rates fall. This results in the prepayment of the mortgages underlying mortgage-backed securities, which deprives holders of the securities of the higher yields. Conversely, when mortgage rates increase, prepayments due to refinancings decline. This extends the life of mortgage-backed securities with lower yields. As a result, increases in prepayments of premium mortgage-backed securities, or decreases in prepayments of discount mortgage-backed securities, may reduce their yield and price.

This relationship between interest rates and mortgage prepayments makes the price of mortgage-backed securities more volatile than most other types of fixed income securities with comparable credit risks. Mortgage-backed securities tend to pay higher yields to compensate for this volatility.

CMOs may include planned amortization classes (PACs) and targeted amortization classes (TACs). PACs and TACs are issued with companion classes. PACs and TACs receive principal payments and prepayments at a specified rate. The companion classes receive principal payments and any prepayments in excess of this rate. In addition, PACs will receive the companion classes’ share of principal payments if necessary to cover a shortfall in the prepayment rate. This helps PACs and TACs to control prepayment risk by increasing the risk to their companion classes.

Another variant allocates interest payments between two classes of CMOs. One class (Floaters) receives a share of interest payments based upon a market index such as LIBOR. The other class (Inverse Floaters) receives any remaining interest payments from the underlying mortgages. Floater classes receive more interest (and Inverse Floater classes receive correspondingly less interest) as interest rates rise. This shifts prepayment and market risks from the Floater to the Inverse Floater class, reducing the price volatility of the Floater class and increasing the price volatility of the Inverse Floater class.

CMOs must allocate all payments received from the underlying mortgages to some class. To capture any unallocated payments, CMOs generally have an accrual (Z) class. Z classes do not receive any payments from the underlying mortgages until all other CMO classes have been paid off. Once this happens, holders of Z class CMOs receive all payments and prepayments. Similarly, real estate mortgage investment conduits (REMICs) (offerings of multiple class mortgage-backed securities that qualify and elect treatment as such under provisions of the Internal Revenue Code of 1986, as amended (Code)) have residual interests that receive any mortgage payments not allocated to another REMIC class.

The degree of increased or decreased prepayment risk depends upon the structure of the CMOs. Z classes, IOs, POs and Inverse Floaters are among the most volatile investment grade fixed income securities currently traded in the United States. However, the actual returns on any type of mortgage-backed security depend upon the performance of the underlying pool of mortgages, which no one can predict and will vary among pools.

Prepayment Risks. Unlike traditional fixed income securities, which pay a fixed rate of interest until maturity (when the entire principal amount is due), payments on mortgage-backed securities include both interest and a partial payment of principal. Partial payments of principal may be comprised of scheduled principal payments as well as unscheduled payments from the voluntary prepayment, refinancing or foreclosure of the underlying loans. These unscheduled prepayments of principal create risks that can adversely affect a Fund holding mortgage-backed securities. For example, when interest rates decline, the values of mortgage-backed securities generally rise. However, when interest rates decline, unscheduled prepayments can be expected to accelerate, and a Fund would be required to reinvest the proceeds of the prepayments at the lower interest rates then available. Unscheduled prepayments would also limit the potential for capital appreciation on

 

B-3


Table of Contents

mortgage-backed securities. Conversely, when interest rates rise, the values of mortgage-backed securities generally fall. Since rising interest rates typically result in decreased prepayments, this could lengthen the average lives of mortgage-backed securities, and cause their value to decline more than traditional fixed income securities.

Bank Instruments are unsecured interest-bearing deposits with banks. Bank instruments include bank accounts, time deposits, certificates of deposit and banker’s acceptances. Instruments denominated in U.S. dollars and issued by non-U.S. branches of U.S. or foreign banks are commonly referred to as Eurodollar instruments. Instruments denominated in U.S. dollars and issued by U.S. branches of foreign banks are referred to as Yankee dollar instruments.

The Funds will invest in bank instruments that have been issued by banks and savings and loans that have capital, surplus and undivided profits of over $100 million or whose principal amount is insured by the Bank Insurance Fund or the Savings Association Insurance Fund, which are administered by the Federal Deposit Insurance Corporation. Securities that are credit-enhanced with a bank’s irrevocable letter of credit or unconditional guaranty will also be treated as bank instruments.

Foreign Bank and Money Market Instruments. Eurodollar Certificates of Deposit (ECDs), Yankee dollar Certificates of Deposit (YCDs) and Eurodollar Time Deposits (ETDs) are all U.S. dollar denominated certificates of deposit. ECDs are issued by, and ETDs are deposits of, foreign banks or foreign branches of U.S. banks. YCDs are issued in the U.S. by branches and agencies of foreign banks. Europaper is dollar-denominated commercial paper and other short-term notes issued in the U.S. by foreign issuers.

ECDs, ETDs, YCDs and Europaper have many of the same risks as other foreign securities. Examples of these risks include economic and political developments that may adversely affect the payment of principal or interest, foreign withholding or other taxes, difficulties in obtaining or enforcing a judgment against the issuing bank and the possible impact of interruptions in the flow of international currency transactions. Also, the issuing banks or their branches are not necessarily subject to the same regulatory requirements that apply to domestic banks, such as reserve requirements, loan limitations, examinations, accounting, auditing, recordkeeping and the public availability of information. These factors will be carefully considered by the Adviser in selecting these investments.

Borrowing. The Funds may borrow money directly or through reverse repurchase agreements and pledge some assets as collateral. If a Fund borrows, it will pay interest on borrowed money and may incur other transaction costs. These expenses could exceed the income received or capital appreciation realized by the Fund from any securities purchased with borrowed money. With respect to borrowings, the Funds are required to maintain continuous asset coverage within the limits of the Investment Company Act of 1940, as amended (1940 Act), and as interpreted or modified by regulatory authority having jurisdiction, from time to time. Borrowing by the Funds will involve special risk considerations, including that a Fund may have to sell portfolio securities to reduce its borrowings and restore the appropriate asset coverage even if it must sell the securities at a loss.

The Corporation has established a line of credit with a bank by which a Fund may borrow money for temporary or emergency purposes.

The Securities and Exchange Commission (SEC) has granted an order permitting the Funds to participate in the Corporation’s interfund lending program, subject to their investment policies. This program allows the Funds to lend cash to and borrow cash from other Funds for temporary purposes, although the Money Market Funds will not participate as borrowers. The program is subject to a number of conditions, including the requirement that the interfund loan rate to be charged to the Funds under the program is (i) more favorable to the lending Fund than the rate it could otherwise obtain from investing cash in repurchase agreements or purchasing shares of a Money Market Fund and (ii) more favorable than the lowest interest rate at which bank short-term loans would be available to the borrowing Funds. A Fund may participate in the program only if its participation is consistent with the Fund’s investment policies and limitations. The Board is responsible for overseeing the interfund lending program.

 

B-4


Table of Contents

Commercial Paper and Restricted and Illiquid Securities. Commercial paper represents an issuer’s draft or note with a maturity of less than nine months. Companies typically issue commercial paper to fund current expenditures. Most issuers constantly reissue their commercial paper and use the proceeds (or bank loans) to repay maturing paper. Commercial paper may default if the issuer cannot continue to obtain financing in this fashion. The short maturity of commercial paper reduces both the interest rate and credit risk as compared to other debt securities of the same issuer.

The Funds may invest in commercial paper issued under Section 4(2) of the Securities Act of 1933, as amended (1933 Act). By law, the sale of Section 4(2) commercial paper is restricted and is generally sold only to institutional investors, such as the Funds. A Fund purchasing Section 4(2) commercial paper must agree to purchase the paper for investment purposes only and not with a view to public distribution. Section 4(2) commercial paper is normally resold to other institutional investors through investment dealers who make a market in Section 4(2) commercial paper and, thus, provide liquidity.

The Adviser determines whether Section 4(2) commercial paper and certain other restricted securities are liquid in accordance with the Funds’ procedures. Section 4(2) commercial paper and other restricted securities that the Adviser has determined to be liquid are not subject to a Fund’s investment limitation applicable to illiquid securities.

Concentration. Each Fund has adopted a fundamental investment policy that prohibits the Fund from investing 25% or more of its assets in the securities of companies in any one industry (except as described under “Investment Limitations—Fundamental Limitations—Concentration of Investments”). For purposes of this policy, the Adviser determines industry classifications for the Equity Funds in accordance with the Global Industry Classification Standards, an industry classification system developed by Standard & Poor’s Corporation in collaboration with Morgan Stanley Capital International.

Convertible Securities are fixed income securities that a Fund has the option to exchange for equity securities at a specified conversion price. The option allows a Fund to realize additional returns if the market price of the equity securities exceeds the conversion price. For example, if a Fund holds fixed income securities convertible into shares of common stock at a conversion price of $10 per share, and the shares have a market value of $12, a Fund could realize an additional $2 per share by converting the fixed income securities.

To compensate for the value of the conversion option, convertible securities have lower yields than comparable fixed income securities. In addition, the conversion price exceeds the market value of the underlying equity securities at the time a convertible security is issued. Thus, convertible securities may provide lower returns than non-convertible fixed income securities or equity securities depending upon changes in the price of the underlying equity securities. However, convertible securities permit a Fund to realize some of the potential appreciation of the underlying equity securities with less risk of losing its initial investment.

A Fund treats convertible securities as both fixed income and equity securities for purposes of its investment policies and limitations, because of their unique characteristics.

The Money Market Funds may not purchase convertible securities.

Corporate Debt Securities are fixed income securities issued by businesses. Notes, bonds, debentures and commercial paper are the most common types of corporate debt securities. The credit risks of corporate debt securities vary widely among issuers.

Credit Enhancement. Certain acceptable investments may be credit-enhanced by a guaranty, letter of credit or insurance. The Adviser may evaluate a security based, in whole or in part, upon the financial condition of the party providing the credit enhancement (the credit enhancer). The bankruptcy, receivership or default of the credit enhancer will adversely affect the quality and marketability of the underlying security. In certain cases, credit-enhanced securities may be treated as having been issued both by the issuer and the credit enhancer.

 

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Demand Features. The Funds may purchase securities subject to a demand feature, which may take the form of a put or standby commitment. Demand features permit a Fund to demand payment of the value of the security (plus any accrued interest) from either the issuer of the security or a third-party. Demand features help make a security more liquid, although an adverse change in the financial health of the provider of a demand feature (such as bankruptcy) will negatively affect the liquidity of the security. Other events also may terminate a demand feature, in which case liquidity is also affected.

Demand Master Notes are short-term borrowing arrangements between a corporation or government agency and an institutional lender (such as a Fund) payable upon demand by either party. A party may demand full or partial payment, and the notice period for demand typically ranges from one to seven days. Many master notes give a Fund the option of increasing or decreasing the principal amount of the master note on a daily or weekly basis within certain limits. Demand master notes usually provide for floating or variable rates of interest. Intermediate Tax-Free and the Equity Funds may not purchase demand master notes.

Depositary Receipts . Depositary receipts are securities representing common stock in non-U.S. issuers. American Depositary Receipts (ADRs) are receipts issued by a U.S. bank that represent an interest in shares of a foreign-based corporation. ADRs provide a way to buy shares of foreign-based companies in the U.S. rather than in overseas markets. European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs) are receipts issued by foreign banks or trust companies, or foreign branches of U.S. banks that represent an interest in shares of either a foreign or U.S. corporation. Depositary receipts may not be denominated in the same currency as the underlying securities into which they may be converted, and are subject to currency risks. Depositary receipts involve many of the same risks of investing directly in foreign securities. Intermediate Tax-Free, Government Money Market and Tax-Free Money Market may not purchase depositary receipts. Only Pyrford International Stock, Lloyd George Emerging Markets Equity and Pyrford Global Strategic Return may purchase EDRs and GDRs.

Derivative Instruments . Derivative instruments are financial instruments that require payments based upon changes in the values of designated (or underlying) securities, currencies, commodities, financial indices or other assets. Some derivative instruments (such as futures, forwards and options) require payments relating to a future trade involving the underlying asset. Other derivative instruments (such as swaps) require payments relating to the income or returns from the underlying asset. The other party to a derivative instrument is referred to as a counterparty.

The Money Market Funds may not purchase or sell derivative instruments. The other Funds, in pursuing their individual objectives and to the extent specified herein or in the Prospectus, may purchase and sell (write) both put options and call options on securities, swap agreements, securities indexes and foreign currencies and enter into interest rate, foreign currency and index futures contracts and purchase and sell options on such futures contracts for hedging purposes, to seek to replicate the composition and performance of a particular index, or as part of their overall investment strategies. The Funds may purchase and sell foreign currency options for purposes of increasing exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another, except that those Funds that may not invest in foreign currency-denominated securities may not enter into transactions involving currency futures or options. The Funds may enter into swap agreements with respect to interest rates and indexes of securities, and to the extent a Fund may invest in foreign currency-denominated securities, may enter into swap agreements with respect to foreign currencies. The Funds may invest in structured notes. If other types of financial instruments, including other types of options, futures contracts or futures options, are traded in the future, the Board may authorize their use.

Pyrford Global Strategic Return and the Income Funds may use financial futures contracts and options as tools in managing duration, which measures a fixed income security’s average life and reflects the present value of the security’s cash flow. Selling futures contracts or purchasing put options can accomplish the shortening of a portfolio’s duration in anticipation of higher interest rates. Conversely, purchasing futures contracts or call options can accomplish the lengthening of portfolio duration in anticipation of lower interest rates. The use of these instruments in this manner is preferred to either liquidating or purchasing securities held by the Funds in order to achieve the portfolio’s duration targets because it reduces transaction costs to the Funds.

 

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In addition, the use of financial futures contracts and related options permits the Funds’ portfolio managers to react in a more timely manner to changes in interest rates.

The value of some derivative instruments in which the Funds invest may be particularly sensitive to changes in prevailing interest rates and, like the other investments of the Funds, the ability of a Fund to successfully utilize these instruments may depend in part upon the ability of the Adviser to forecast interest rates and other economic factors correctly. If the Adviser incorrectly forecasts such factors and has taken positions in derivative instruments contrary to prevailing market trends, a Fund could be exposed to the risk of loss.

The Funds might not employ any of the strategies described herein, and no assurance can be given that any strategy used will succeed. If the Adviser incorrectly forecasts interest rates, market values or other economic factors in utilizing a derivatives strategy for a Fund, the Fund might have been in a better position if it had not entered into the transaction at all. Also, suitable derivative transactions may not be available in all circumstances. The use of these strategies involves certain special risks, including a possible imperfect correlation, or even no correlation, between price movements of derivative instruments and price movements of related investments. Although some strategies involving derivative instruments can reduce the risk of loss for a Fund, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in related investments or otherwise, due to the possible inability of the Fund to purchase or sell a portfolio security at a time that otherwise would be favorable, or the possible need to sell a portfolio security at a disadvantageous time because the Fund is required to maintain asset coverage or offsetting positions in connection with transactions in derivative instruments, and the possible inability of the Fund to close out or to liquidate its derivatives positions. In addition, a Fund’s use of such instruments may cause the Fund to realize higher amounts of short-term capital gains (generally taxed at ordinary income tax rates for federal income tax purposes) than if it had not used such instruments. If a Fund gains exposure to an asset class using derivative instruments backed by a collateral portfolio of fixed income instruments, changes in the value of the fixed income instruments may result in greater or lesser exposure to that asset class than would have resulted from a direct investment in securities comprising that asset class.

Futures Contracts and Options on Futures Contracts. A futures contract is an agreement between two parties to buy and sell a security or commodity for a set price on a future date. These contracts are traded on exchanges so that, in most cases, either party can close out its position on the exchange for cash without delivering the security or commodity. An option on a futures contract (futures option) gives the holder of the option the right to buy or sell a position in a futures contract to the writer of the option, at a specified price and on or before a specified expiration date.

A Fund, other than a Money Market Fund , may invest in financial futures contracts and options thereon with respect to, but not limited to, interest rates and security indexes. To the extent that a Fund may invest in foreign currency-denominated securities, it also may invest in foreign currency futures contracts and options thereon.

An interest rate, commodity, foreign currency or index futures contract provides for the future sale by one party and purchase by another party of a specified quantity of a financial instrument, commodity, foreign currency or the cash value of an index at a specified price and time. A futures contract on an index is an agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to the difference between the value of the index at the close of the last trading day of the contract and the price at which the index contract was originally written. Although the value of an index might be a function of the value of certain specified securities, no physical delivery of those securities is made. A public market exists in futures contracts covering a number of indexes as well as financial instruments and foreign currencies, including the S&P 500, the S&P Midcap 400, the Nikkei 225, the NYSE composite, U.S. Treasury bonds, U.S. Treasury notes, the Government National Mortgage Association (GNMA) Certificates, three-month U.S. Treasury bills, 90-day commercial paper, bank certificates of deposit, Eurodollar certificates of deposit, the Australian dollar, the Canadian dollar, the British pound, the Japanese yen, the Swiss franc, the Mexican peso, and certain multinational currencies, such as the euro. It is expected that other futures contracts will be developed and traded in the future.

 

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A Fund, other than a Money Market Fund , may purchase or write call futures options and put futures options, to the extent specified herein or in the Prospectus. Futures options possess many of the same characteristics as options on securities and indexes (discussed above). A futures option gives the holder the right, in return for the premium paid, to assume a long position (call) or short position (put) in a futures contract at a specified exercise price at any time during the period of the option. Upon exercise of a call option, the holder acquires a long position in the futures contract and the writer is assigned the opposite short position. In the case of a put option, the opposite is true. A call option is “in the money” if the value of the futures contract that is the subject of the option exceeds the exercise price. A put option is “in the money” if the exercise price exceeds the value of the futures contract that is the subject of the option.

Pursuant to a claim of exemption filed with the Commodity Futures Trading Commission, neither the Corporation nor any Fund is deemed to be a “commodity pool” or “commodity pool operator” under the Commodity Exchange Act (CEA), and they are not subject to registration or regulation as such under that Act.

Limitations on Use of Futures and Futures Options . A Fund will only enter into futures contracts and futures options that are standardized and traded on a U.S. or foreign exchange, board of trade, or similar entity, or quoted on an automated quotation system.

When a purchase or sale of a futures contract is made by a Fund, the Fund is required to deposit with its custodian (or broker, if legally permitted) a specified amount of assets determined to be liquid by the Adviser (initial margin). The margin required for a futures contract is set by the exchange on which the contract is traded and may be modified during the term of the contract. Margin requirements on foreign exchanges may be different than U.S. exchanges. The initial margin is in the nature of a performance bond or good faith deposit on the futures contract that is returned to the Fund upon termination of the contract, assuming all contractual obligations have been satisfied. Each Fund expects to earn interest income on its initial margin deposits. A futures contract held by a Fund is valued daily at the official settlement price of the exchange on which it is traded. Each day the Fund pays or receives cash, called “variation margin,” equal to the daily change in value of the futures contract. This process is known as “marking to market.” Variation margin does not represent a borrowing or loan by a Fund but is instead a settlement between the Fund and the broker of the amount one would owe the other if the futures contract expired on that date. In computing daily net asset value, each Fund will mark to market its open futures positions.

A Fund is also required to deposit and maintain margin with respect to put and call options on futures contracts written by it. Such margin deposits will vary depending on the nature of the underlying futures contract (and the related initial margin requirements), the current market value of the option, and other futures positions held by the Fund.

Although some futures contracts call for making or taking delivery of the underlying securities or commodities, generally those obligations are closed out prior to delivery by offsetting purchases or sales of matching futures contracts (same exchange, underlying security or index, and delivery month). Closing out a futures contract sale is effected by purchasing a futures contract for the same aggregate amount of the specific type of financial instrument or commodity with the same delivery date. If an offsetting purchase price is less than the original sale price, the Fund realizes a capital gain, or if it is more, the Fund realizes a capital loss. Conversely, if an offsetting sale price is more than the original purchase price, the Fund realizes a capital gain, or if it is less, the Fund realizes a capital loss. The transaction costs must also be included in these calculations.

A Fund may write a covered straddle consisting of a call and a put written on the same underlying futures contract. A straddle will be covered when sufficient assets are deposited to meet the Fund’s immediate obligations. The Fund may use the same liquid assets to cover both the call and put options where the exercise price of the call and put are the same, or the exercise price of the call is higher than that of the put. In such a case, the Fund will also segregate liquid assets equivalent to the amount, if any, by which the put is “in the money.”

 

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When purchasing a futures contract, a Fund will maintain with its custodian (and mark to market on a daily basis) assets determined to be liquid by the Adviser that, when added to the amounts deposited with a futures commission merchant as margin, are equal to the market value of the instruments underlying the futures contract. Alternatively, the Fund may “cover” its position by purchasing a put option on the same futures contract with a strike price not lower than the price of the contract held by the Fund.

When selling a futures contract, a Fund will maintain with its custodian (and mark to market on a daily basis) assets determined to be liquid by the Adviser that are equal to the market value of the instruments underlying the contract. Alternatively, the Fund may “cover” its position by owning the instruments underlying the contract (or, in the case of an index futures contract, a portfolio with a volatility substantially similar to that of the index on which the futures contract is based), or by holding a call option permitting the Fund to purchase the same futures contract at a price no higher than the price of the contract written by the Fund (or at a higher price if the difference is maintained in liquid assets with a Fund’s custodian).

When selling a call option on a futures contract, a Fund will maintain with its custodian (and mark to market on a daily basis) assets determined to be liquid by the Adviser that, when added to the amounts deposited with a futures commission merchant as margin, equal the total market value of the futures contract underlying the call option. Alternatively, the Fund may cover its position by entering into a long position in the same futures contract at a price no higher than the strike price of the call option, by owning the instruments underlying the futures contract, or by holding a separate call option permitting the Fund to purchase the same futures contract at a price not higher than the strike price of the call option sold by the Fund.

When selling a put option on a futures contract, a Fund will maintain with its custodian (and mark to market on a daily basis) assets determined to be liquid by the Adviser that equal the purchase price of the futures contract, less any margin on deposit. Alternatively, the Fund may cover the position either by entering into a short position in the same futures contract, or by owning a separate put option permitting it to sell the same futures contract so long as the strike price of the purchased put option is not lower than the strike price of the put option sold by the Fund.

To the extent that securities with maturities greater than one year are used to cover a Fund’s obligations under futures contracts and related options, such use will not eliminate the risk of a form of leverage, which may tend to exaggerate the effect on net asset value of any increase or decrease in the market value of a Fund’s portfolio, and may require liquidation of portfolio positions when it is not advantageous to do so. However, any potential risk of leverage resulting from the use of securities with maturities greater than one year may be mitigated by the overall duration limit on a Fund’s portfolio securities. Thus, the use of a longer-term security may require a Fund to hold offsetting short-term securities to balance the Fund’s portfolio such that the Fund’s duration does not exceed the maximum permitted for the Fund in its Prospectus.

The requirements for qualification as a regulated investment company under the Code, also may limit the extent to which a Fund may enter into futures, futures options or forward contracts.

Risks Associated with Futures and Options Generally. The following describes the general risks of investing in futures and options:

Management Risk . Financial futures contracts and related options are highly specialized instruments that require investment techniques and risk analyses different from those associated with stocks and bonds. The Funds’ use of financial futures and options may not always be a successful strategy and using them could lower a Fund’s return. Further, if the Adviser incorrectly forecasts interest rates or other economic factors and has taken positions in financial futures contracts or options contrary to prevailing market trends, a Fund could be exposed to the risk of loss.

Correlation Risk . Imperfect correlation between the change in market values of the securities held by a Fund and the prices of related futures contracts and options on futures purchased or sold by the Funds may result in losses in excess of the amount invested in these instruments.

 

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Market Risk . Financial futures contracts and related options, like most other investments, are subject to the risk that the market value of the investment will decline. Adverse movements in the value of the underlying assets can expose the Funds to losses.

Exchange Limit Risk . Futures exchanges may limit the amount of fluctuation permitted in certain futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day’s settlement price at the end of the current trading session. Once the daily limit has been reached in a futures contract subject to the limit, no more trades may be made on that day at a price beyond that limit. The daily limit governs only price movements during a particular trading day and therefore does not limit potential losses because the limit may work to prevent the liquidation of unfavorable positions. For example, futures prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of positions and subjecting some holders of futures contracts to substantial losses.

Liquidity Risk . There can be no assurance that a liquid market will exist at a time when a Fund seeks to close out a futures or a futures option position, in which case that Fund would remain obligated to meet margin requirements until the position is closed. In addition, many of the contracts discussed herein are relatively new instruments without a significant trading history. As a result, there can be no assurance that an active secondary market will develop or continue to exist.

Counterparty Risk. A loss may be sustained as a result of the failure of another party to the contract to make required payments or otherwise fulfill its obligations under the contract’s terms.

Risks Associated with Hedging Transactions. There are several risks associated with the use of futures contracts and futures options as hedging techniques. A purchase or sale of a futures contract may result in losses in excess of the amount invested in the futures contract. There can be no guarantee that there will be a correlation between price movements in the hedging vehicle and in the Fund securities being hedged. In addition, there are significant differences between the securities and futures markets that could result in an imperfect correlation between the markets, causing a given hedge not to achieve its objectives. The degree of imperfection of correlation depends on circumstances such as variations in speculative market demand for futures and futures options on securities, including technical influences in futures trading and futures options, and differences between the financial instruments being hedged and the instruments underlying the standard contracts available for trading in such respects as interest rate levels, maturities, and creditworthiness of issuers. A decision as to whether, when and how to hedge involves the exercise of skill and judgment, and even a well-conceived hedge may be unsuccessful to some degree because of market behavior or unexpected interest rate trends.

Options on Securities and Indexes. A Fund may, to the extent specified herein or in the Prospectus, purchase and sell both put and call options on fixed income or other securities or indexes in standardized contracts traded on foreign or domestic securities exchanges, boards of trade, or similar entities, or quoted on NASDAQ or on an over-the-counter market, and agreements, sometimes called cash puts, which may accompany the purchase of a new issue of bonds from a dealer.

An option on a security (or index) is a contract that gives the holder of the option, in return for a premium, the right to buy from (in the case of a call) or sell to (in the case of a put) the writer of the option the security underlying the option (or the cash value of the index) at a specified exercise price at any time during the term of the option. The writer of an option on a security has the obligation upon exercise of the option to deliver the underlying security upon payment of the exercise price or to pay the exercise price upon delivery of the underlying security. Upon exercise, the writer of an option on an index is obligated to pay the difference between the cash value of the index and the exercise price multiplied by the specified multiplier for the index option. (An index is designed to reflect features of a particular financial or securities market, a specific group of financial instruments or securities, or certain economic indicators.)

A Fund will not write a call option or put option unless the option is “covered.” In the case of a call option on a security, the option is “covered” if the Fund owns the security underlying the call or has an absolute and

 

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immediate right to acquire that security without additional cash consideration (or, if additional cash consideration is required, cash or other assets determined to be liquid in such amount are segregated) upon conversion or exchange of other securities held by the Fund. For a call option on an index, the option is covered if the Fund maintains with its custodian assets determined to be liquid by the Adviser in an amount equal to the contract value of the index. A call option is also covered if the Fund holds a call on the same security or index as the call written where the exercise price of the call held is (i) equal to or less than the exercise price of the call written, or (ii) greater than the exercise price of the call written, provided the difference is maintained by the Fund in segregated assets determined to be liquid by the Adviser. A put option on a security or an index is “covered” if the Fund segregates assets determined to be liquid by the Adviser equal to the exercise price. A put option is also covered if the Fund holds a put on the same security or index as the put written where the exercise price of the put held is (i) equal to or greater than the exercise price of the put written, or (ii) less than the exercise price of the put written, provided the difference is maintained by the Fund in segregated assets determined to be liquid by the Adviser.

If an option written by a Fund expires unexercised, the Fund realizes a capital gain equal to the premium received at the time the option was written. If an option purchased by a Fund expires unexercised, the Fund realizes a capital loss equal to the premium paid. Prior to the earlier of exercise or expiration, an exchange traded option may be closed out by an offsetting purchase or sale of an option of the same series (type, exchange, underlying security or index, exercise price, and expiration). There can be no assurance, however, that a closing purchase or sale transaction can be effected when the Fund desires.

A Fund may sell a put or call option it has previously purchased, which could result in a net gain or loss depending on whether the amount realized on the sale is more or less than the premium and other transaction costs paid on the put or call option being sold. Prior to exercise or expiration, an option may be closed out by an offsetting purchase or sale of an option of the same series. A Fund will realize a capital gain from a closing purchase transaction if the cost of the closing option is less than the premium received from writing the option or, if it is more, the Fund will realize a capital loss. If the premium received from a closing sale transaction is more than the premium paid to purchase the option, the Fund will realize a capital gain or, if it is less, the Fund will realize a capital loss. The principal factors affecting the market value of a put or a call option include supply and demand, interest rates, the current market price of the underlying security or index in relation to the exercise price of the option, the volatility of the underlying security or index, and the time remaining until the expiration date.

The premium paid for a put or call option purchased by a Fund is an asset of the Fund. The premium received for an option written by a Fund is recorded as a deferred credit. The value of an option purchased or written is marked to market daily and is valued at the closing price on the exchange on which it is traded or, if not traded on an exchange or no closing price is available, at the mean between the last bid and asked prices.

A Fund may write a covered straddle consisting of a combination of a call and a put written on the same underlying security. A straddle will be covered when sufficient assets are designated for such purpose on the Fund’s books to meet the Fund’s immediate obligation. The Fund may use the same liquid assets to cover both the call and put options where the exercise price of the call and put are the same, or the exercise price of the call is higher than that of the put. In such a case, the Fund will also segregate liquid assets equivalent to the amount, if any, by which the put is “in the money.”

There are several risks associated with transactions in options on securities and on indexes. For example, there are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objective. A decision as to whether, when and how to use options involves the exercise of skill and judgment, and even a well-conceived transaction may be unsuccessful to some degree because of market behavior or unexpected events.

 

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During the option period, the covered call writer has, in return for the premium on the option, given up the opportunity to profit from a price increase in the underlying security above the exercise price, but, as long as its obligation as a writer continues, has retained the risk of loss should the price of the underlying security decline.

The writer of an option has no control over the time when it may be required to fulfill its obligation as a writer of the option. Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver the underlying security at the exercise price. If a put or call option purchased by the Fund is not sold when it has remaining value, and if the market price of the underlying security remains equal to or greater than the exercise price (in the case of a put), or remains less than or equal to the exercise price (in the case of a call), the Fund will lose its entire investment in the option. Also, where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price of the put or call option may move more or less than the price of the related security.

There can be no assurance that a liquid market will exist when a Fund seeks to close out an option position. If a Fund were unable to close out an option that it had purchased on a security, it would have to exercise the option in order to realize any profit or the option may expire worthless. If a Fund were unable to close out a covered call option that it had written on a security, it would not be able to sell the underlying security unless the option expired without exercise. As the writer of a covered call option, a Fund forgoes, during the option’s life, the opportunity to profit from increases in the market value of the security covering the call option above the sum of the premium and the exercise price of the call.

If trading were suspended in an option purchased by a Fund, the Fund would not be able to close out the option. If restrictions on exercise were imposed, the Fund might be unable to exercise an option it had purchased. Except to the extent that a call option on an index written by the Fund is covered by an option on the same index purchased by the Fund, movements in the index may result in a loss to the Fund; however, such losses may be mitigated by changes in the value of the Fund’s securities during the period the option was outstanding.

Foreign Currency Transactions. Foreign currency transactions generally are used by Pyrford International Stock, Lloyd George Emerging Markets Equity, Pyrford Global Strategic Return, TCH Corporate Income, TCH Core Plus Bond and Monegy High Yield Bond to obtain foreign currencies to settle securities transactions. They can also be used as a hedge to protect assets against adverse changes in foreign currency exchange rates or regulations. When a Fund uses foreign currency exchanges as a hedge, it also may limit potential gain that could result from an increase in the value of such currencies. A Fund may be affected either favorably or unfavorably by fluctuations in the relative rates of exchange between the currencies of different nations. Foreign currency hedging transactions include forward foreign currency exchange contracts, foreign currency futures contracts and purchasing put or call options on foreign currencies.

Exchange-Traded Futures Contracts. Exchange-traded futures contracts for the purchase or sale of foreign currencies (Foreign Currency Futures) are used to hedge against anticipated changes in exchange rates that might adversely affect the value of a Fund’s portfolio securities or the prices of securities that a Fund intends to purchase in the future. The successful use of Foreign Currency Futures depends on the ability to forecast currency exchange rate movements correctly. Should exchange rates move in an unexpected manner, a Fund may not achieve the anticipated benefits of Foreign Currency Futures or may realize losses.

Forward Foreign Currency Exchange Contracts. Forward foreign currency exchange contracts (Forward Contracts) are used to minimize the risks associated with changes in the relationship between the U.S. dollar and foreign currencies. They are used to lock in the U.S. dollar price of a foreign security. A Forward Contract is a commitment to purchase or sell a specific currency for an agreed price at a future date.

If the Adviser believes a foreign currency will decline against the U.S. dollar, a Forward Contract may be used to sell an amount of the foreign currency approximating the value of a Fund’s security that is denominated in the foreign currency. The success of this hedging strategy is highly uncertain due to the

 

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difficulties of predicting the values of foreign currencies, of precisely matching Forward Contract amounts, and because of the constantly changing value of the securities involved. A Fund will not enter into Forward Contracts for hedging purposes in a particular currency in an amount in excess of a Fund’s assets denominated in that currency. Conversely, if the Adviser believes that the U.S. dollar will decline against a foreign currency, a Forward Contract may be used to buy that foreign currency for a fixed dollar amount, which is known as cross-hedging.

In these transactions, a Fund will segregate assets with a market value equal to the amount of the foreign currency purchased. Therefore, the Fund will always have cash, cash equivalents or high quality debt securities available to cover Forward Contracts or to limit any potential risk. The segregated assets will be priced daily.

Forward Contracts may limit potential gain from a positive change in the relationship between the U.S. dollar and foreign currencies. Unanticipated changes in currency prices may result in poorer overall performance for a Fund than if it had not engaged in such contracts.

Foreign Currency Options. A Fund that invests in foreign currency-denominated securities may buy or sell put and call options on foreign currencies, either on U.S. or foreign exchanges or in the over-the-counter market. A put option on a foreign currency gives the purchaser of the option the right to sell a foreign currency at the exercise price until the option expires. A call option on a foreign currency gives the purchaser of the option the right to purchase the currency at the exercise price until the option expires. Currency options traded on U.S. or other exchanges may be subject to position limits that may limit the ability of a Fund to reduce foreign currency risk using such options. Over-the-counter options differ from traded options in that they are two-party contracts with price and other terms negotiated between buyer and seller, and generally do not have as much market liquidity as exchange-traded options.

Purchasing and writing put and call options on foreign currencies are used to protect a Fund’s portfolio against declines in the U.S. dollar value of foreign portfolio securities and against increases in the dollar cost of foreign securities to be acquired. Writing an option on foreign currency constitutes only a partial hedge, up to the amount of the premium received. A Fund could lose money if it is required to purchase or sell foreign currencies at disadvantageous exchange rates. If exchange rate movements are adverse to a Fund’s position, the Fund may forfeit the entire amount of the premium as well as incur related transaction costs.

Additional Risks of Futures Contracts and Options. Options on securities, futures contracts and foreign currencies and futures contracts may be traded on foreign exchanges. Such transactions may not be regulated as effectively as similar transactions in the United States, may not involve a clearing mechanism and related guarantees, and are subject to the risk of governmental actions affecting trading in, or the prices of, foreign securities. The value of such positions also could be adversely affected by (i) other complex foreign political, legal and economic factors; (ii) lesser availability than in the United States of data on which to make trading decisions; (iii) delays in a Fund’s ability to act upon economic events occurring in foreign markets during non-business hours in the United States; (iv) the imposition of different exercise and settlement terms and procedures and margin requirements than in the United States; and (v) lesser trading volume.

Swap Agreements and Options on Swap Agreements. A Fund, other than a Money Market Fund , may engage in swap transactions, including, but not limited to, swap agreements on interest rates, security indexes, specific securities, and credit and event-linked swaps. To the extent a Fund may invest in foreign currency-denominated securities, it also may invest in currency exchange rate swap agreements. A Fund also may enter into options on swap agreements (swap options).

A Fund may enter into swap transactions for any legal purpose consistent with its investment objective and policies, such as for the purpose of attempting to obtain or preserve a particular return or spread at a lower cost than obtaining a return or spread through purchases and/or sales of instruments in other markets, to protect against currency fluctuations, as a duration management technique, to protect against any increase in the price of securities a Fund anticipates purchasing at a later date, or to gain exposure to certain markets in the most economical way possible.

 

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Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments, which may be adjusted for an interest factor. The gross returns to be exchanged or swapped between the parties are generally calculated with respect to a “notional amount,” i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a basket of securities representing a particular index. A “quanto” or “differential” swap combines both an interest rate and a currency transaction. Other forms of swap agreements include interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or “cap”; interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified rate, or “floor”; and interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels. With a floating rate, the fee may be pegged to a base rate, such as the London Interbank Offered Rate, and is adjusted each period. Therefore, if interest rates increase over the term of the swap contract, the Fund may be required to pay a higher fee at each swap reset date.

A Fund may enter into credit default swap agreements. The buyer in a credit default contract is obligated to pay the seller a periodic stream of payments over the term of the contract provided that no event of default on an underlying reference obligation has occurred. If an event of default occurs, the seller must pay the buyer the full notional value, or “par value,” of the reference obligation in exchange for the reference obligation. A Fund may be either the buyer or seller in a credit default swap transaction. If the Fund is a buyer and no event of default occurs, the Fund will lose its investment and recover nothing. However, if an event of default occurs, the Fund (as the buyer) will receive the full notional value of a reference obligation that may have little or no value. As a seller, the Fund receives a fixed rate of income throughout the term of the contract, which typically is between six months and three years, provided that there is no default event. If an event of default occurs, the seller must pay the buyer the full notional value of the reference obligation. Credit default swap transactions involve greater risks than if a Fund had invested in the reference obligation directly.

A swap option is a contract that gives a counterparty the right (but not the obligation) in return for payment of a premium, to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement at some designated future time on specified terms. A Fund may write (sell) and purchase put and call swap options.

Most swap agreements entered into by the Funds would calculate the obligations of the parties to the agreement on a net basis. Consequently, a Fund’s current obligations (or rights) under a swap agreement would generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the net amount). A Fund’s current obligations under the swap agreement would be accrued daily (offset against any amounts owed to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty would be covered by the segregation of assets determined to be liquid by the Adviser, to avoid any potential leveraging of the Fund’s portfolio. Obligations under swap agreements so covered would not be construed to be senior securities for purposes of the Fund’s investment restriction concerning senior securities. A Fund will not enter into a swap agreement with any single party if the net amount owed or to be received under existing contracts with that party would exceed 5% of the Fund’s total assets.

Whether a Fund’s use of swap agreements or swap options will be successful in furthering its investment objective will depend on the ability of the Adviser to predict correctly whether certain types of investments are likely to produce greater returns than other investments. Because they are two-party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid. Moreover, a Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. A Fund will enter into swap agreements only with counterparties that meet certain standards of creditworthiness (generally, such counterparties would have to be eligible

 

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counterparties under the terms of the Fund’s repurchase agreement guidelines). Certain restrictions imposed on the Funds by the Code for qualification as a regulated investment company may limit a Fund’s ability to use swap agreements. It is possible that developments in the swaps market, including anticipated government regulations, could affect a Fund’s ability to utilize swaps.

Depending on the terms of the particular option agreement, a Fund will generally incur a greater degree of risk when it writes a swap option than it will incur when it purchases a swap option. When a Fund purchases a swap option, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised. However, when a Fund writes a swap option, upon exercise of the option the Fund will become obligated according to the terms of the underlying agreement.

Structured Notes . Structured notes are derivative debt securities, the interest rate or principal of which is determined by an unrelated indicator. Indexed securities include structured notes as well as securities other than debt securities, the interest rate or principal of which is determined by an unrelated indicator. Indexed securities may include a multiplier that multiplies the indexed element by a specified factor and, therefore, the value of such securities may be very volatile. To the extent a Fund invests in these securities, however, the Adviser analyzes these securities in its overall assessment of the effective duration of the Fund’s portfolio in an effort to monitor the Fund’s interest rate risk.

Hybrid Instruments. A hybrid instrument is a type of potentially high-risk derivative that combines a traditional stock, bond, or commodity with an option or forward contract. Generally, the principal amount, amount payable upon maturity or redemption, or interest rate of a hybrid is tied (positively or negatively) to the price of some commodity, currency or securities index or another interest rate or some other economic factor (each a benchmark). The interest rate or (unlike most fixed income securities) the principal amount payable at maturity of a hybrid security may be increased or decreased, depending on changes in the value of the benchmark. An example of a hybrid could be a bond issued by an oil company that pays a small base level of interest with additional interest that accrues in correlation to the extent to which oil prices exceed a certain predetermined level. Such a hybrid instrument would be a combination of a bond and a call option on oil.

Hybrids can be used as an efficient means of pursuing a variety of investment objectives, including currency hedging, duration management, and increased total return. Hybrids may not bear interest or pay dividends. The value of a hybrid or its interest rate may be a multiple of a benchmark and, as a result, may be leveraged and move (up or down) more steeply and rapidly than the benchmark. These benchmarks may be sensitive to economic and political events, such as commodity shortages and currency devaluations, that cannot be readily foreseen by the purchaser of a hybrid. Under certain conditions, the redemption value of a hybrid could be zero. Thus, an investment in a hybrid may entail significant market risks that are not associated with a similar investment in a traditional, U.S. dollar-denominated bond that has a fixed principal amount and pays a fixed rate or floating rate of interest. A Fund’s purchase of a hybrid also exposes the Fund to the credit risk of the issuer of the hybrid. Those risks may cause significant fluctuations in the net asset value of the Fund. Each Fund will not invest more than 5% of its total assets at time of investment in hybrid instruments. The Money Market Funds may not purchase or sell hybrid instruments.

Certain issuers of structured products such as hybrid instruments may be deemed to be investment companies as defined in the 1940 Act. As a result, a Fund’s investments in those products may be subject to limits applicable to investments in investment companies and may be subject to restrictions contained in the 1940 Act.

Dollar Rolls are transactions whereby a Fund sells mortgage-backed securities with a commitment to buy similar, but not identical, mortgage-backed securities on a future date at a lower price. Normally, one or both securities involved are “to be announced” mortgage-backed securities. Dollar rolls are subject to interest rate risks and credit risks. These transactions may create leverage risks. Dollar roll transactions will cause a Fund to have an increased portfolio turnover rate.

 

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Duration is a measure of volatility in the price of a bond prior to maturity. Volatility is the magnitude of the change in the price of a bond relative to a change in the market interest rate. Volatility is based upon a bond’s coupon rate, maturity date and the level of market yields of similar bonds. Generally, bonds with lower coupons or longer maturities will be more volatile than bonds with higher coupons or shorter maturities. Duration combines these variables into a single measure of price sensitivity to interest rate changes. For example, if interest rates decline by 1%, the market value of a portfolio with a duration of five years would rise by approximately 5%. Conversely, if interest rates increase by 1%, the market value of the portfolio would decline by approximately 5%.

Equity Securities are fundamental units of ownership in a company. The following describes the types of equity securities in which the Equity Funds and Pyrford Global Strategic Return may invest:

Common Stocks are the most prevalent type of equity security. Common stockholders are entitled to the net value of the issuer’s earnings and assets after the issuer pays its creditors and any preferred stockholders. As a result, changes in an issuer’s earnings directly influence the value of its common stock.

Common Stocks of Foreign Companies are equity securities issued by a corporation domiciled outside of the United States that trade on a domestic securities exchange.

Master Limited Partnerships (MLPs) and Other Publicly Traded Partnerships are limited partnerships (or other business entities, such as limited liability companies and business trusts), the units of which are listed and traded on a securities exchange. The Funds may invest in publicly traded partnerships that are treated as partnerships for federal income tax purposes. These include MLPs and other entities qualifying under limited exceptions in the Code. Many MLPs derive income and capital gains from the exploration, development, mining or production, processing, refining, transportation or marketing of any mineral or natural resource, or from real property. The value of MLP units fluctuates predominantly based on prevailing market conditions and the success of the MLP. The Funds may purchase common units of an MLP on an exchange as well as directly from the MLP or other parties in private placements. Unlike owners of common stock of a corporation, owners of common units have limited voting rights and have no ability to annually elect directors.

MLPs generally distribute all available cash flow (cash flow from operations less maintenance capital expenditures) in the form of quarterly distributions, but a Fund will be required for federal income tax purposes to include in its taxable income its allocable share of the MLP’s income regardless of whether any distributions are made by the MLP. Thus, if the distributions received by a Fund are less than that Fund’s allocable share of the MLP’s income, the Fund may be required to sell other securities so that it may satisfy the requirements to qualify as a regulated investment company and avoid federal income and excise taxes. Common units typically have priority as to minimum quarterly distributions. In the event of liquidation, common units have preference over subordinated units, but not debt or preferred units, to the remaining assets of the MLP.

Holders of MLP units of a particular MLP are also exposed to a remote possibility of liability for the obligations of that MLP under limited circumstances not expected to be applicable to the Funds. In addition, the value of a Fund’s investment in MLPs depends largely on the MLPs being treated as partnerships for federal income tax purposes. If an MLP does not meet current federal income tax requirements to maintain partnership status, or if it is unable to do so because of federal income tax law changes, it would be taxed as a corporation. In that case, the MLP would be obligated to pay federal income tax at the entity level and distributions received by a Fund generally would be taxed as dividend income for federal income tax purposes. As a result, there could be a reduction in a Fund’s cash flow and there could be a material decrease in the value of the Fund’s shares.

Preferred Stocks have the right to receive specified dividends or distributions before the payment of dividends or distributions on common stock. Some preferred stocks also participate in dividends and distributions paid on common stock. Preferred stocks may provide for the issuer to redeem the stock on a specified date. A Fund may treat redeemable preferred stock as a fixed income security.

 

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Warrants provide an option to buy the issuer’s stock or other equity securities at a specified price. When holding a warrant, a Fund may buy the designated shares by paying the exercise price before the warrant expires. Warrants may become worthless if the price of the stock does not rise above the exercise price by the stated expiration date. Rights are the same as warrants, except they are typically issued to existing stockholders.

Fixed Income Securities generally pay interest at either a fixed or floating rate and provide more regular income than equity securities. However, the returns on fixed income securities are limited and normally do not increase with the issuer’s earnings. This limits the potential appreciation of fixed income securities as compared to equity securities. Fixed-rate securities and floating rate securities react differently as prevailing interest rates change.

Callable Securities . Certain fixed income securities in which the Funds invest are callable at the option of the issuer. Callable securities are subject to call risks. Call risks include the risk that the securities in which the Funds invest may be redeemed by the issuer before maturity. If this occurs, a Fund may have to reinvest the proceeds in securities that pay a lower interest rate, which may decrease the Fund’s yield.

Fixed Rate Debt Securities. Debt securities that pay a fixed interest rate over the life of the security and have a long-term maturity may have many characteristics of short-term debt. For example, the market may treat fixed-rate/long-term securities as short-term debt when a security’s market price is close to the call or redemption price, or if the security is approaching its maturity date when the issuer is more likely to call or redeem the debt.

As interest rates change, the market prices of fixed-rate debt securities are generally more volatile than the prices of floating rate debt securities. As interest rates rise, the prices of fixed-rate debt securities fall, and as interest rates fall, the prices of fixed-rate debt securities rise. For example, a bond that pays a fixed interest rate of 10% is more valuable to investors when prevailing interest rates are lower; this value is reflected in a higher price, or premium. Conversely, if interest rates are over 10%, the bond is less attractive to investors, and sells at a lower price, or discount.

Floating Rate Debt Securities. The interest rate paid on floating rate debt securities is reset periodically (e.g., every 90 days) to a predetermined index rate. Commonly used indices include 90-day or 180-day Treasury bill rates; one month or three month London Interbank Offered Rates (LIBOR); commercial paper rates; or the prime rate of interest of a bank. The prices of floating rate debt securities are not as sensitive to changes in interest rates as fixed rate debt securities because they behave like shorter-term securities and their interest rate is reset periodically.

Foreign Securities include securities (i) of issuers domiciled outside of the United States, including securities issued by foreign governments, (ii) that primarily trade on a foreign securities exchange or in a foreign market, or (iii) that are subject to substantial foreign risk based on factors such as whether a majority of an issuer’s revenue is earned outside of the United States and whether an issuer’s principal business operations are located outside of the United States. Intermediate Tax-Free, Government Money Market and Tax-Free Money Market do not purchase foreign securities.

Investing in foreign securities, including foreign corporate debt securities and foreign equity securities, involves certain risks not ordinarily associated with investments in securities of domestic issuers. Foreign securities markets have, for the most part, substantially less volume than the U.S. markets and securities of many foreign companies are generally less liquid and their prices more volatile than securities of U.S. companies. There is generally less government supervision and regulation of foreign exchanges, brokers and issuers than in the U.S. The rights of investors in certain foreign countries may be more limited than those of shareholders of U.S. issuers and investors may have greater difficulty taking appropriate legal action to enforce their rights in a foreign court than in a U.S. court. Investing in foreign securities also involves risks associated with government, economic, monetary, and fiscal policies (such as the adoption of protectionist trade measures), possible foreign withholding taxes on dividends and interest, possible taxes on trading profits, inflation, and interest rates,

 

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economic expansion or contraction, and global or regional political, economic or banking crises. Furthermore, there is the risk of possible seizure, nationalization or expropriation of the foreign issuer or foreign deposits and the possible adoption of foreign government restrictions such as exchange controls. Also, foreign issuers are not necessarily subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those applicable to domestic issuers and as a result, there may be less publicly available information on such foreign issuers than is available from a domestic issuer.

Emerging Markets Securities are fixed income and equity securities of foreign companies domiciled, headquartered, or whose primary business activities or principal trading markets are located in emerging and less developed markets (“emerging markets”). Investments in emerging markets securities involve special risks in addition to those generally associated with foreign investing. Many investments in emerging markets can be considered speculative, and the value of those investments can be more volatile than investments in more developed foreign markets. This difference reflects the greater uncertainties of investing in less established markets and economies. Costs associated with transactions in emerging markets securities typically are higher than costs associated with transactions in U.S. securities. Such transactions also may involve additional costs for the purchase or sale of foreign currency.

Certain foreign markets (including emerging markets) may require governmental approval for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. A Fund could be adversely affected by delays in, or a refusal to grant, required governmental approval for repatriation of capital, as well as by the application to the Fund of any restrictions on investments.

Many emerging markets have experienced substantial rates of inflation for extended periods. Inflation and rapid fluctuations in inflation rates have had and may continue to have adverse effects on the economies and securities markets of certain emerging market countries.

Governments of many emerging market countries have exercised and continue to exercise substantial influence over many aspects of the private sector through ownership or control of many companies. The future actions of those governments could have a significant effect on economic conditions in emerging markets, which, in turn, may adversely affect companies in the private sector, general market conditions and prices and yields of certain of the securities in the Fund’s portfolio. Expropriation, confiscatory taxation, nationalization and political, economic and social instability have occurred throughout the history of certain emerging market countries and could adversely affect Fund assets should any of those conditions recur. In addition, the securities laws of emerging market countries may be less developed than those to which U.S. issuers are subject.

Funding Agreements (Agreements) are investment instruments issued by U.S. insurance companies. Pursuant to such Agreements, a Fund may make cash contributions to a deposit fund of the insurance company’s general or separate accounts. The insurance company then credits guaranteed interest to the Fund. The insurance company may assess periodic charges against an Agreement for expense and service costs allocable to it, and the charges will be deducted from the value of the deposit fund. The purchase price paid for an Agreement becomes part of the general assets of the issuer, and the Agreement is paid from the general assets of the issuer. The Money Market Funds will only purchase Agreements from issuers that meet quality and credit standards established by the Adviser. Generally, Agreements are not assignable or transferable without the permission of the issuing insurance companies, and an active secondary market in Agreements does not currently exist. Also, the Money Market Funds may not have the right to receive the principal amount of an Agreement from the insurance company on seven days’ notice or less. Therefore, Agreements are typically considered to be illiquid investments. The Equity Funds do not purchase Agreements.

High Yield Securities (“Junk Bonds”) are securities rated below investment grade. A Fund may hold high yield securities if securities it holds are not rated, rated below investment grade, or are downgraded below investment grade. While generally offering higher yields than investment grade securities with similar maturities, non-investment grade debt securities involve greater risks, including the possibility of default or bankruptcy. They are regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay

 

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principal. The special risk considerations in connection with investments in these securities are discussed below. Refer to the Appendix of this SAI for a discussion of securities ratings. The Money Market Funds and the Equity Funds may not purchase high yield securities.

Effect of Interest Rates and Economic Changes. All interest-bearing securities typically experience appreciation when interest rates decline and depreciation when interest rates rise. The market values of high yield securities tend to reflect individual corporate developments to a greater extent than do higher rated securities, which react primarily to fluctuations in the general level of interest rates. High yield securities also tend to be more sensitive to economic conditions than are higher-rated securities. As a result, they generally involve more credit risks than securities in the higher-rated categories. During an economic downturn or a sustained period of rising interest rates, highly leveraged issuers of high yield securities may experience financial stress and may not have sufficient revenues to meet their payment obligations. The issuers of high yield securities are typically more leveraged, and the risk of loss due to default by an issuer of these securities is significantly greater than issuers of higher-rated securities because such securities are generally unsecured and are often subordinated to other creditors. Further, if the issuer of a high yield security defaulted, a Fund might incur additional expenses to seek recovery. Periods of economic uncertainty and changes would also generally result in increased volatility in the market prices of these securities and thus in the Fund’s net asset value.

Payment Expectations. High yield securities typically contain redemption, call or prepayment provisions that permit the issuer of such securities containing such provisions to redeem the securities at its discretion. During periods of falling interest rates, issuers of these securities are likely to redeem or prepay the securities and refinance them with debt securities with a lower interest rate. To the extent an issuer is able to refinance the securities, or otherwise redeem them, a Fund may have to replace the securities with a lower yielding security, which could result in a lower return for the Fund.

Credit Ratings. Credit ratings issued by credit-rating agencies evaluate the safety of principal and interest payments of rated securities. They do not, however, evaluate the market value risk of high yield securities and, therefore, may not fully reflect the true risks of an investment. In addition, credit rating agencies may or may not make timely changes in a rating to reflect changes in the economy or in the condition of the issuer that affect the market value of the security. Consequently, credit ratings are used only as a preliminary indicator of investment quality. Investments in high yield securities will be more dependent on the Adviser’s credit analysis than would be the case with investments in investment-grade debt securities. The Adviser employs its own credit research and analysis, which includes a study of existing debt, capital structure, ability to service debt and to pay dividends, the issuer’s sensitivity to economic conditions, its operating history and the current trend of earnings. The Adviser continually monitors a Fund’s investments and carefully evaluates whether to dispose of or to retain high yield securities whose credit ratings or credit quality may have changed.

Liquidity and Valuation. A Fund may have difficulty disposing of certain high yield securities because there may be a thin trading market for such securities. Because not all dealers maintain markets in all high yield securities, there is no established retail secondary market for many of these securities. The Funds anticipate that such securities could be sold only to a limited number of dealers or institutional investors. To the extent a secondary trading market does exist, it is generally not as liquid as the secondary market for higher-rated securities. The lack of a liquid secondary market may have an adverse impact on the market price of the security. The lack of a liquid secondary market for certain securities may also make it more difficult for a Fund to obtain accurate market quotations for purposes of valuing the Fund. Market quotations are generally available on many high yield issues only from a limited number of dealers and may not necessarily represent firm bids of such dealers or prices for actual sales. During periods of thin trading, the spread between bid and asked prices is likely to increase significantly. In addition, adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of high yield securities, especially in a thinly traded market.

 

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Lending of Portfolio Securities. In order to generate additional income, a Fund may lend portfolio securities. When a Fund lends portfolio securities, it will receive either cash or liquid securities as collateral from the borrower. The Fund will reinvest cash collateral in short-term liquid securities that qualify as an otherwise acceptable investment for the Fund. If the market value of the loaned securities increases, the borrower must furnish additional collateral to a Fund. During the time portfolio securities are on loan, the borrower pays the Fund any dividends or interest paid on such securities. Loans are subject to termination at the option of the Fund or the borrower. The lending Fund may pay reasonable administrative and custodial fees in connection with a loan and may pay a negotiated portion of the interest earned on the cash or equivalent collateral to a securities lending agent or broker. The Funds currently lend their portfolio securities through Marshall & Ilsley Trust Company N.A. (M&I Trust), as agent. The Funds and M&I Trust have received an order from the SEC that permits M&I Trust to charge, and the Funds to pay, compensation for M&I Trust’s services as securities lending agent.

Securities Lending Risks. When a Fund lends its portfolio securities, it may not be able to get them back from the borrower on a timely basis, in which case the Fund may lose certain investment opportunities, as well as the opportunity to vote the securities. A Fund is also subject to the risks associated with the investments of cash collateral, usually fixed income securities risk. If a Fund receives a payment from a borrower in lieu of the dividends on the loaned securities, such payment will generally be taxed as ordinary income for federal income tax purposes and will not be treated as “qualified dividend income.”

Leverage Risks. Leverage risk is created when an investment exposes the Funds to a level of risk that exceeds the amount invested. Changes in the value of such an investment magnify the Fund’s risk of loss and potential for gain.

Municipal Securities are fixed income securities issued by states, counties, cities and other political subdivisions and authorities. Although most municipal securities are exempt from regular federal income tax, municipalities also may issue taxable securities. Tax-exempt securities are generally classified by their source of payment. The Equity Funds and Pyrford Global Strategic Return may not purchase municipal securities.

General obligation bonds are supported by the issuer’s full faith and credit. The issuer must levy and collect taxes sufficient to pay principal and interest on the bonds. However, the issuer’s authority to levy additional taxes may be limited by its charter or state law.

Special revenue bonds are payable solely from specific revenues received by the issuer. The revenues may consist of specific taxes, assessments, tolls, fees or other types of municipal revenues. For example, a municipality may issue bonds to build a toll road, and pledge the tolls to repay the bonds. Bondholders could not collect from the municipality’s general taxes or revenues. Therefore, any shortfall in the tolls normally would result in a default on the bonds.

Private activity bonds are special revenue bonds used to finance private entities. For example, a municipality may issue bonds to finance a new factory to improve its local economy. The municipality would lend the proceeds to the company using the factory, and the company would agree to make loan payments sufficient to repay the bonds. The bonds would be payable solely from the company’s loan payments, and not from any other revenues of the municipality. Therefore, any default on the loan normally would result in a default on the bonds.

The interest on many types of private activity bonds is subject to the federal alternative minimum tax (AMT). The Funds may invest in bonds subject to the federal AMT. Each of Ultra Short Tax-Free, Intermediate Tax-Free and Intermediate Tax-Free Money Market is limited by its fundamental investment limitation in the amount it can invest in securities that may be subject to federal AMT (see “Fundamental Limitations—Tax Exempt Obligations”).

 

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Anticipation notes are securities issued in anticipation of the receipt of taxes, grants, bond proceeds or other municipal revenues. For example, many municipalities collect property taxes once a year. Such municipalities may issue tax anticipation notes to fund their operations prior to collecting these taxes. The issuers then repay the tax anticipation notes at the end of their fiscal year, either with collected taxes or proceeds from newly issued notes or bonds.

Tax increment financing bonds are payable from increases in taxes or other revenues attributable to projects financed by the bonds. For example, a municipality may issue these bonds to redevelop a commercial area. The tax increment financing bonds would be payable solely from any increase in sales taxes collected from merchants in the area. The bonds could default if merchants’ sales, and related tax collections, failed to increase as anticipated.

Municipal Securities include:

 

   

TRANs: tax and revenue anticipation notes issued to finance working capital needs in anticipation of receiving taxes or other revenues;

 

   

TANS: tax anticipation notes issued to finance working capital needs in anticipation of receiving taxes;

 

   

RANs: revenue anticipation notes issued to finance working capital needs in anticipation of receiving revenues;

 

   

BANS: bond anticipation notes that are intended to be refinanced through a later issuance of longer term bonds;

 

   

municipal commercial paper and other short-term notes;

 

   

variable rate demand notes;

 

   

industrial development bonds;

 

   

municipal bonds (including bonds having serial maturities and pre-refunded bonds) and leases;

 

   

construction loan notes insured by the Federal Housing Administration and financed by Fannie Mae or GNMA; and

 

   

participation, trust and partnership interests in any of the foregoing obligations.

Municipal Leases. A Fund, other than Pyrford Global Strategic Return, Government Money Market, Prime Money Market and the Equity Funds , may purchase participation interests that represent an undivided proportional interest in lease payments by a governmental or nonprofit entity. Lease obligations may be limited by a municipal charter or by the inclusion in leases or contracts of “non-appropriation” clauses that relieve governmental issuers of any obligation to make future payments under the lease or contract unless money is appropriated for such purpose by the appropriate legislative body. If the entity does not appropriate funds for future lease or contract payments, the entity cannot be compelled to make such payments. Furthermore, a lease may provide that the participants cannot accelerate lease obligations upon default. The participants would only be able to enforce lease payments as they became due. In the event of a default or failure of appropriation, it is unlikely that the participants would be able to obtain an acceptable substitute source of payment unless the participation interests are credit enhanced.

The Adviser must consider the following factors in determining the liquidity of municipal lease securities: (1) the frequency of trades and quotes for the security; (2) the volatility of quotations and trade prices for the security; (3) the number of dealers willing to purchase or sell the security and the number of potential purchasers; (4) dealer undertakings to make a market in the security; (5) the nature of the security and the nature of the marketplace trades; (6) the rating of the security and the financial condition and prospects of the issuer of the security; (7) such other factors as may be relevant to a Fund’s ability to dispose of the security; (8) whether the lease can be terminated by the lessee; (9) the potential recovery, if any, from a sale of the leased property upon

 

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termination of the lease; (10) the lessee’s general credit strength; (11) the likelihood that the lessee will discontinue appropriating funding for the leased property because the property is no longer deemed essential to its operations; and (12) any credit enhancement or legal recourse provided upon an event of non-appropriation or other termination of the lease.

Variable Rate Municipal Securities . Variable interest rates generally reduce changes in the market value of municipal securities from their original purchase prices. Accordingly, as interest rates decrease or increase, the potential for capital appreciation or depreciation is less for variable rate municipal securities than for fixed rate obligations. Many municipal securities with variable interest rates purchased by a Fund are subject to repayment of principal (usually within seven days) on the Fund’s demand. For purposes of determining a Fund’s average maturity, the maturities of these variable rate demand municipal securities (including participation interests) are the longer of the periods remaining until the next readjustment of their interest rates or the periods remaining until their principal amounts can be recovered by exercising the right to demand payment. The terms of these variable rate demand instruments require payment of principal and accrued interest from the issuer of the municipal obligations, the issuer of the participation interests or a guarantor of either issuer.

Geographic Diversification of the investments of Ultra Short Tax-Free and Intermediate Tax-Free is achieved by purchasing issues of municipal securities representative of various areas of the U.S. and general obligations of states, cities and school districts as well as some revenue issues that meet that Fund’s acceptable quality criteria.

Repurchase Agreements and Reverse Repurchase Agreements. A repurchase agreement is a transaction in which a Fund buys a security from a dealer or bank and agrees to sell the security back at a mutually agreed upon time and price. The repurchase price exceeds the sale price, reflecting an agreed upon interest rate effective for the period the buyer owns the security subject to repurchase. The agreed upon interest rate is unrelated to the interest rate on that security. The Adviser will continually monitor the value of the underlying security to ensure that the value of the security always equals or exceeds the repurchase price. A Fund’s custodian is required to take possession of the securities subject to repurchase agreements. These securities are marked to market daily. To the extent that the original seller defaults and does not repurchase the securities from the Fund, the Fund could receive less than the repurchase price for such securities. In the event that such a defaulting seller files for bankruptcy or becomes insolvent, disposition of such securities by the Fund might be delayed pending court action. The Funds believe that, under the procedures normally in effect for custody of the portfolio securities subject to repurchase agreements, a court of competent jurisdiction would rule in favor of the Funds and allow retention or disposition of such securities. The Funds will only enter into repurchase agreements with banks and other recognized financial institutions, such as broker/dealers, that the Adviser has determined to be creditworthy.

Reverse repurchase agreement transactions are similar to borrowing cash. In a reverse repurchase agreement, a Fund sells a portfolio security to another person, such as a financial institution, broker or dealer, in return for a percentage of the instrument’s market value in cash, and agrees that on a stipulated date in the future the Fund will repurchase the portfolio security at a price equal to the original sale price plus interest. A Fund may use reverse repurchase agreements for liquidity and for avoiding a sale of portfolio instruments at a time when the sale may be deemed disadvantageous.

When effecting reverse repurchase agreements, liquid assets of a Fund, in a dollar amount sufficient to make payment for the obligations to be purchased, are segregated on the trade date. These securities are marked to market daily and maintained until the transaction is settled.

During the period any reverse repurchase agreements are outstanding, but only to the extent necessary to assure completion of the reverse repurchase agreements, the Money Market Funds will restrict the purchase of portfolio instruments to money market instruments maturing on or before the expiration date of the reverse repurchase agreement.

 

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Risks Related to Company Size. Generally, the smaller the market capitalization of a company, the fewer the number of shares traded daily, the less liquid its stock and the more volatile its price. Market capitalization is determined by multiplying the number of the company’s outstanding shares by its current market price per share.

Companies with smaller market capitalizations also tend to have unproven track records, a limited product or service base and limited access to capital. These factors also increase risks and make these companies more likely to fail than companies with larger market capitalizations.

Securities of Other Investment Companies. The Funds may invest in the securities of other investment companies within the limits prescribed by the 1940 Act and the rules promulgated thereunder. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, a Fund becomes a shareholder of that investment company. As a result, Fund shareholders indirectly will bear the Fund’s proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses Fund shareholders directly bear in connection with the Fund’s own operations. The Funds also may invest in investment companies that are not organized under the laws of the United States (Offshore Funds). In addition to the risks of investing in securities of other investment companies, Offshore Funds are also subject to the risks described under Foreign Securities, above.

Sovereign Debt. Pyrford International Stock, Lloyd George Emerging Markets Equity, Pyrford Global Strategic Return, Short-Term Income, Short-Intermediate Bond, Government Income, TCH Corporate Income, Aggregate Bond, TCH Core Plus Bond and Prime Money Market may purchase sovereign debt. Sovereign debt differs from debt obligations issued by private entities in that, generally, remedies for defaults must be pursued in the courts of the defaulting party. Legal recourse is therefore limited. Political conditions, especially a sovereign entity’s willingness to meet the terms of its debt obligations, are of considerable significance. Also, there can be no assurance that the holders of commercial bank loans to the same sovereign entity may not contest payments to the holders of sovereign debt in the event of default under commercial bank loan agreements. Financial markets have recently experienced increased volatility due to the uncertainty surrounding the sovereign debt of certain European countries, which may have significant adverse effects on the economies of these countries and increase the risks of investing in sovereign debt.

A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by a variety of factors, including among others, its cash flow situation, the extent of its foreign reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy toward principal international lenders and the political constraints to which a sovereign debtor may be subject. A country whose exports are concentrated in a few commodities could be vulnerable to a decline in the international price of such commodities. Increased protectionism on the part of a country’s trading partners, or political changes in those countries, could also adversely affect its exports. Such events could diminish a country’s trade account surplus, if any, or the credit standing of a particular local government or agency. Another factor bearing on the ability of a country to repay sovereign debt is the level of the country’s international reserves. Fluctuations in the level of these reserves can affect the amount of foreign exchange readily available for external debt payments and, thus, could have a bearing on the capacity of the country to make payments on its sovereign debt.

To the extent that a country has a current account deficit (generally when its exports of merchandise and services are less than its country’s imports of merchandise and services plus net transfers (e.g., gifts of currency and goods) to foreigners), it may need to depend on loans from foreign governments, multilateral organizations or private commercial banks, aid payments from foreign governments and inflows of foreign investment. The access of a country to these forms of external funding may not be certain, and a withdrawal of external funding could adversely affect the capacity of a government to make payments on its obligations. In addition, the cost of servicing debt obligations can be adversely affected by a change in international interest rates, since the majority of these obligations carry interest rates that are adjusted periodically based upon international rates.

 

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With respect to sovereign debt of emerging market issuers, investors should be aware that certain emerging market countries are among the largest debtors to commercial banks and foreign governments. At times, certain emerging market countries have declared moratoria on the payment of principal and interest on external debt.

Certain emerging market countries have experienced difficulty in servicing their sovereign debt on a timely basis, which led to defaults on certain obligations and the restructuring of certain indebtedness. Restructuring arrangements have included, among other things, reducing and rescheduling interest and principal payments by negotiating new or amended credit agreements or converting outstanding principal and unpaid interest to Brady Bonds (discussed below), and obtaining new credit to finance interest payments. Holders of sovereign debt, including a Fund, may be requested to participate in the rescheduling of such debt and to extend further loans to sovereign debtors, and the interests of holders of sovereign debt could be adversely affected in the course of restructuring arrangements or by certain other factors referred to below. Furthermore, some of the participants in the secondary market for sovereign debt may also be directly involved in negotiating the terms of these arrangements and may therefore have access to information not available to other market participants, such as the Fund. Obligations arising from past restructuring agreements may affect the economic performance and political and social stability of certain issuers of sovereign debt. There is no bankruptcy proceeding by which sovereign debt on which a sovereign has defaulted may be collected in whole or in part.

Foreign investment in certain sovereign debt is restricted or controlled to varying degrees. These restrictions or controls may at times limit or preclude foreign investment in such sovereign debt and increase the costs and expenses of a Fund. Certain countries in which the Fund may invest require governmental approval prior to investments by foreign persons, limit the amount of investment by foreign persons in a particular issuer, limit the investment by foreign persons only to a specific class of securities of an issuer that may have less advantageous rights than the classes available for purchase by domiciliaries of the countries or impose additional taxes on foreign investors. Certain issuers may require governmental approval for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. In addition, if a deterioration occurs in a country’s balance of payments, the country could impose temporary restrictions on foreign capital remittances. The Fund could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of capital, as well as by the application to the Fund of any restrictions on investments. Investing in local markets may require the Fund to adopt special procedures, seek local government approvals or take other actions, each of which may involve additional costs to the Fund.

The sovereign debt in which a Fund may invest includes Brady Bonds, which are securities created through the exchange of existing commercial bank loans to public and private entities in certain emerging markets for new bonds in connection with debt restructurings under a debt restructuring plan introduced by former U.S. Secretary of the Treasury, Nicholas F. Brady. Brady Bonds may be collateralized or uncollateralized and are issued in various currencies (but primarily the dollar). Dollar-denominated, collateralized Brady Bonds, which may be fixed-rate bonds or floating-rate bonds, are generally collateralized in full as to principal by U.S. Treasury zero coupon bonds having the same maturity as the Brady Bonds. Interest payments on these Brady Bonds generally are collateralized by cash or securities in an amount that, in the case of fixed rate bonds, is equal to at least one year of rolling interest payments or, in the case of floating rate bonds, initially is equal to at least one year’s rolling interest payments based on the applicable interest rate at that time and is adjusted at regular intervals thereafter. Brady Bonds are often viewed as having several valuation components: (1) the collateralized repayment of principal, if any, at final maturity, (2) the collateralized interest payments, if any, (3) the uncollateralized interest payments, and (4) any uncollateralized repayment of principal at maturity (these uncollateralized amounts constitute the “residual risk”). In light of the residual risk of Brady Bonds and, among other factors, the history of defaults with respect to commercial bank loans by public and private entities of countries issuing Brady Bonds, investments in Brady Bonds have speculative characteristics. A Fund may purchase Brady Bonds with no or limited collateralization, and will be relying for payment of interest and (except in the case of principal collateralized Brady Bonds) principal primarily on the willingness and ability of the foreign government to make payment in accordance with the terms of the Brady Bonds.

 

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Temporary Investments . There may be times when market conditions warrant a defensive position. During these market conditions, each Fund (except the Money Market Funds ) may temporarily invest without limit in short-term debt obligations (money market instruments). These investments may include commercial paper, bank instruments, U.S. government obligations, repurchase agreements, securities of other investment companies investing in short-term debt securities, and foreign short-term debt securities. The Funds’ temporary investments must be of comparable quality to their primary investments.

U.S. Government Securities . U.S. government securities include direct obligations of the U.S. government, including U.S. Treasury bills, notes, and bonds of varying maturities, and those issued or guaranteed by various U.S. government agencies and instrumentalities. Treasury securities are direct obligations of the federal government of the United States. Agency securities are issued or guaranteed by a federal agency or other government sponsored entity acting under federal authority. Some government entities are supported by the full faith and credit of the United States. Other government entities receive support through federal subsidies, loans or other benefits. A few government entities have no explicit financial support, but are regarded as having implied support because the federal government sponsors their activities.

A Fund treats mortgage-backed securities guaranteed by a government sponsored entity as if issued or guaranteed by a federal agency. Although such a guarantee protects against credit risks, it does not reduce the market and prepayment risks.

Federal National Mortgage Association (Fannie Mae) and Federal Home Loan Mortgage Corporation (Freddie Mac). Fannie Mae and Freddie Mac were placed into conservatorship by the Federal Housing Finance Agency (FHFA), an independent regulator, in 2008, and FHFA succeeded to all of their rights, titles, powers and privileges. At the time Fannie Mae and Freddie Mac were placed in conservatorship, the U.S. Treasury established preferred stock purchase agreements pursuant to which the U.S. Treasury will contribute cash capital to maintain a positive net worth in each enterprise. These agreements were amended in December 2009 to permit the U.S. Treasury’s funding commitment to increase as necessary to accommodate any cumulative reduction in net worth of the enterprises for a three-year period. FHFA has the right to transfer or sell any asset or liability of Fannie Mae or Freddie Mac without any approval, assignment or consent, although FHFA has stated that it has no present intention to do so. In addition, holders of mortgage-backed securities issued by Fannie Mae or Freddie Mac may not enforce certain rights related to such securities against FHFA, or the enforcement of such rights may be delayed, during the conservatorship.

When-Issued and Delayed Delivery Transactions . These transactions are made to secure what is considered to be an advantageous price or yield. Settlement dates may be a month or more after entering into these transactions, and the market values of the securities purchased may vary from the purchase prices. Other than normal transaction costs, no fees or expenses are incurred. However, liquid assets of a Fund are segregated on the Fund’s records on the trade date in an amount sufficient to make payment for the securities to be purchased. These assets are marked to market daily and are maintained until the transaction has been settled.

Zero Coupon Securities. Zero coupon securities do not pay interest or principal until final maturity, unlike debt securities that provide periodic payments of interest (referred to as a “coupon payment”). Investors buy zero coupon securities at a price below the amount payable at maturity. The difference between the purchase price and the amount paid at maturity represents interest on the zero coupon security. Investors must wait until maturity to receive interest and principal, which increases the interest rate and credit risks of a zero coupon security. The Equity Funds and Pyrford Global Strategic Return may not purchase zero coupon securities.

Portfolio Turnover. A Fund’s portfolio investments may be sold for a variety of reasons, such as a more favorable investment opportunity, market conditions or other factors. A high rate of portfolio turnover (over 100%) may involve correspondingly greater transaction costs to the Fund and its shareholders. High portfolio turnover may result in the realization of substantial capital gains. The portfolio turnover rate for Government Income was 717% and 383% for the fiscal years ended August 31, 2011 and August 31, 2010, respectively. The Fund experienced an increase in the portfolio turnover rate during the fiscal year ended August 31, 2011 due to the use of “to be announced” mortgage-backed securities.

 

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NON-FUNDAMENTAL INVESTMENT OBJECTIVES

The investment objective of each Fund shown below may be changed by the Board without shareholder approval.

 

   

BMO Large-Cap Value Fund : to provide capital appreciation and above-average dividend income.

 

   

BMO Dividend Income Fund: to provide capital appreciation and current income.

 

   

BMO Large-Cap Growth Fund: to provide capital appreciation.

 

   

BMO Large-Cap Focus Fund: to provide capital appreciation.

 

   

BMO Mid-Cap Value Fund: to provide capital appreciation.

 

   

BMO Mid-Cap Growth Fund: to provide capital appreciation.

 

   

BMO Small-Cap Value Fund: to provide capital appreciation.

 

   

BMO Small-Cap Growth Fund: to provide capital appreciation.

 

   

BMO Pyrford International Stock Fund: to provide capital appreciation.

 

   

BMO Lloyd George Emerging Markets Equity Fund: to provide capital appreciation.

 

   

BMO Pyrford Global Strategic Return Fund: to maximize total return.

 

   

BMO Ultra Short Tax-Free Fund: to provide current income exempt from federal income tax consistent with the preservation of capital.

 

   

BMO Short-Term Income Fund: to maximize total return consistent with current income.

 

   

BMO Short-Intermediate Bond Fund: to maximize total return consistent with current income.

 

   

BMO Intermediate Tax-Free Fund: to provide a high level of current income that is exempt from federal income tax and is consistent with preservation of capital.

 

   

BMO Government Income Fund: to provide current income.

 

   

BMO TCH Corporate Income Fund: to maximize total return consistent with current income.

 

   

BMO Aggregate Bond Fund: to maximize total return consistent with current income.

 

   

BMO TCH Core Plus Bond Fund: to maximize total return consistent with current income.

 

   

BMO Monegy High Yield Bond Fund: to maximize total return consistent with current income.

 

   

BMO Government Money Market Fund: to provide current income consistent with stability of principal.

 

   

BMO Tax-Free Money Market Fund: to provide current income exempt from federal income tax consistent with stability of principal.

 

   

BMO Prime Money Market Fund: to provide current income consistent with stability of principal.

INVESTMENT POLICIES AND LIMITATIONS

With respect to each Fund’s investment policies and limitations, if a percentage limitation is adhered to at the time of investment, a later increase or decrease in percentage resulting from any change in value or net assets will not result in a violation of such limitation, except in the case of borrowing money. For purposes of such policies and limitations, each Fund considers instruments (such as certificates of deposit and demand and time deposits) issued by a U.S. branch of a domestic bank or savings and loan having capital, surplus, and undivided

 

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profits in excess of $100,000,000 at the time of investment to be cash items. Under the 1940 Act, the authorization of a “majority of the outstanding voting securities” means the affirmative vote of the holders of the lesser of (i) 67% of the shares of a Fund represented at a meeting at which the holders of more than 50% of the Fund’s outstanding shares are represented or (ii) more than 50% of the outstanding shares of the Fund.

Fundamental Limitations

The following investment limitations are fundamental and cannot be changed for a Fund unless authorized by the “majority of the outstanding voting securities” of that Fund, as defined by the 1940 Act.

Issuing Senior Securities and Borrowing Money

A Fund will not issue senior securities or borrow money, except as the Investment Company Act of 1940, any rule, regulation or exemptive order thereunder, or any SEC staff interpretation thereof, may permit.

Lending Cash or Securities

A Fund will not lend any of its securities, or make any other loan, in excess of one-third of the value of the Fund’s total assets. This shall not prevent a Fund from purchasing or holding U.S. government obligations, money market instruments, variable rate demand notes, bonds, debentures, notes, certificates of indebtedness, or other debt securities, entering into repurchase agreements, or engaging in other transactions where permitted by the Fund’s investment goal, policies, and limitations.

Investing in Commodities

A Fund will not purchase or sell commodities unless acquired as a result of ownership of securities or other instruments, and provided that this restriction shall not prevent the Fund (other than a Money Market Fund ) from (i) purchasing or selling futures contracts, options and other derivative instruments or (ii) investing in securities or other instruments backed by physical commodities.

Investing in Real Estate

A Fund will not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments, and provided that this restriction shall not prevent the Fund from investing in (i) securities of issuers that invest, deal or otherwise engage in transactions in real estate or interests therein or (ii) securities or other instruments backed by real estate or interests therein.

Diversification of Investments

With respect to securities comprising 75% of the value of its total assets, a Fund will not purchase securities issued by any one issuer (other than cash, cash items or securities issued or guaranteed by the government of the United States or its agencies or instrumentalities, repurchase agreements collateralized by such securities and securities of other investment companies) if as a result more than 5% of the value of its total assets would be invested in the securities of that issuer or if it would own more than 10% of the outstanding voting securities of such issuer.

Under this limitation, each of Pyrford International Stock, Pyrford Global Strategic Return, Ultra Short Tax-Free , Intermediate Tax-Free and Monegy High Yield Bond will consider each governmental subdivision, including states and the District of Columbia, territories, possessions of the United States, or their political subdivisions, agencies, authorities, instrumentalities, or similar entities, a separate issuer if its assets and revenues are separate from those of the governmental body creating it and the security is backed only by its own assets and revenues. Industrial developments bonds backed only by the assets and revenues of a non-governmental user are considered to be issued solely by that user. If, in the case of an industrial development

 

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bond or government-issued security, a governmental or some other entity (such as a bank that issues a letter of credit) guarantees the security, such guarantee or letter of credit would be considered a separate security issued by the guarantor or other entity, subject to a limit on investments in the guarantor of 10% of total assets. Where a security is insured by bond insurance, the security shall not be considered a security issued or guaranteed by the insurer. Instead, the issuer of such security will be determined in accordance with the first and second sentences of this paragraph. The foregoing 10% restriction does not limit the percentage of Ultra Short Tax-Free’s and Intermediate Tax-Free’s assets that may be invested in securities insured by any single insurer.

Concentration of Investments

Ultra Short Tax-Free and Intermediate Tax-Free:

The Fund will not invest 25% or more of the value of its total assets in any one industry, except that the Fund may invest 25% or more of the value of its total assets in cash or cash items, securities issued or guaranteed by the U.S. government, its agencies, or instrumentalities, and repurchase agreements collateralized by such securities for temporary defensive purposes. In addition, the Fund may invest more than 25% of the value of its total assets in obligations issued by any state, territory, or possession of the United States, the District of Columbia or any of their authorities, agencies, instrumentalities or political subdivisions, including tax-exempt project notes guaranteed by the U.S. government, regardless of the location of the issuing municipality. This policy applies to securities that are related in such a way that an economic, business, or political development affecting one security would also affect the other securities (such as securities paid from revenues from selected projects in transportation, public works, education, or housing).

All Other Funds:

A Fund will not invest 25% or more of its total assets in any one industry. However, investing in U.S. government securities (and domestic bank instruments for the Money Market Funds ) shall not be considered investments in any one industry.

Underwriting

A Fund will not underwrite securities of other issuers, except to the extent it may be deemed to be an underwriter within the meaning of the 1933 Act in connection with the purchase and sale of portfolio securities.

Tax Exempt Obligations

Tax-Free Money Market invests, under normal circumstances, its assets so that at least 80% of the annual interest income that the Fund distributes will be exempt from federal income tax, including the federal AMT.

Each of Ultra Short Tax-Free and Intermediate Tax-Free invests, under normal circumstances, at least 80% of the value of its net assets, plus the amount of any borrowings for investment purposes, in securities the income from which is exempt from federal income tax, including the federal AMT.

Non-Fundamental Limitations

The following investment limitations are non-fundamental and, therefore, may be changed by the Board without shareholder approval. Shareholders will be notified before any material change in these limitations becomes effective.

Selling Short and Buying on Margin

A Fund will not sell any securities short, unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short, or unless it covers such short sale as required by the current rules and positions of the SEC or its staff, and provided that transactions in futures contracts or other derivatives are not deemed to constitute selling securities short.

 

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A Fund will not purchase any securities on margin, except that it may obtain such short-term credits as may be necessary for clearance of transactions, and provided that margin deposits in connection with futures contracts or other derivatives shall not constitute purchasing securities on margin.

Pledging Assets

A Fund will not mortgage, pledge, or hypothecate any assets owned by the Fund, except as may be necessary in connection with permissible borrowings or investments and then such mortgaging, pledging or hypothecating may not exceed 33  1 / 3 % of the Fund’s total assets at the time of the borrowing or investment.

Investing in Illiquid and Restricted Securities

A Fund will not invest more than 15% (5% for a Money Market Fund ) of the value of its net assets in illiquid securities, including repurchase agreements providing for settlement in more than seven days after notice, non-negotiable fixed time deposits with maturities over seven days, OTC options, guaranteed investment contracts, and certain restricted securities not determined to be liquid (including certain municipal leases).

Purchasing Securities to Exercise Control

The Funds will not purchase securities of a company for the purpose of exercising control or management.

Investing in Securities of Other Investment Companies

Each Fund will limit its investment in other investment companies to no more than 3% of the total outstanding voting stock of any investment company, will invest no more than 5% of total assets in any one investment company, and will invest no more than 10% of its total assets in investment companies in general, unless permitted to exceed these limits by an exemptive order or rule of the SEC. The Funds will purchase securities of closed-end investment companies only in open market transactions involving only customary broker’s commissions. However, these limitations are not applicable if the securities are acquired in a merger, consolidation, reorganization or acquisition of assets. The Money Market Funds will limit their investments in other investment companies to those of money market funds having investment objectives and policies similar to their own.

Investing in Options

Except for bona fide hedging purposes, a Fund may not invest more than 5% of the value of its net assets in the sum of (a) premiums on open option positions on futures contracts, plus (b) initial margin deposits on financial futures contracts.

A Fund will not purchase put options or write call options on securities unless the securities are held in the Fund’s portfolio or unless the Fund is entitled to them in deliverable form without further payment or has segregated liquid assets in the amount of any further payment.

A Fund will not write call options in excess of 25% of the value of its total assets.

Money Market Fund Regulatory Compliance

The Money Market Funds are managed to comply with the various requirements of Rule 2a-7 under the 1940 Act, which regulates money market mutual funds. The Board has adopted procedures in accordance with Rule 2a-7, which govern the quality, maturity and diversity of the Money Market Funds’ investments. The Money Market Funds limit their investments to instruments that, in the opinion of the Adviser, present minimal credit risks and have received the requisite rating from one or more NRSROs or if the instruments are not rated, the Adviser must determine that they are of comparable quality.

 

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Other Investment Policies

Pursuant to Rule 35d-1 under the 1940 Act, each Fund (except Pyrford Global Strategic Return, Ultra Short Tax-Free, Intermediate Tax-Free, TCH Corporate Income, Tax-Free Money Market and Prime Money Market ) has adopted a non-fundamental investment policy to invest at least 80% of its assets (defined as net assets plus any borrowings for investment purposes) in the types of securities and investments suggested by its name. Each such Fund will provide its shareholders with at least 60 days prior written notice of any changes to such policy as required by Rule 35d-1.

VALUATION OF SECURITIES

Money Market Funds

The Board has approved the use of amortized cost for purposes of valuing portfolio instruments held by the Money Market Funds . Under this method, portfolio instruments are valued at the acquisition cost as adjusted for amortization of premium or accumulation of discount rather than at current market value.

The procedures adopted by the Board, in accordance with Rule 2a-7, are reasonably designed to stabilize the NAV per share, as computed for purposes of distribution and redemption, at $1.00 per share, taking into account current market conditions and the Funds’ investment goals. The Funds’ procedures include monitoring the relationship between the amortized cost value per share and the NAV per share based upon available indications of market value. The Board will take any steps it considers appropriate if there is a difference of more than 0.5 of 1% between the two values (such as redemption in kind or shortening the average portfolio maturity) to minimize any material dilution or other unfair results arising from differences between the two methods of determining NAV.

The Money Market Funds are permitted to purchase instruments that are subject to demand features or standby commitments. As defined by the Rule, a demand feature entitles a Fund to receive the principal amount of the instrument from the issuer or a third party (1) on no more than 30 calendar days’ notice or (2) at specified intervals not exceeding 397 calendar days on no more than 30 calendar days’ notice. A standby commitment entitles a Fund to achieve same-day settlement and to receive an exercise price equal to the amortized cost of the underlying instrument plus accrued interest at the time of exercise.

The Money Market Funds acquire instruments subject to demand features and standby commitments to enhance the instruments’ liquidity. The Funds treat demand features and standby commitments as part of the underlying instruments, because the Funds do not acquire them for speculative purposes and cannot transfer them separately from the underlying instruments. Therefore, although the Funds define demand features and standby commitments as puts, the Funds do not consider them to be corporate investments for purposes of their investment policies.

Under the amortized cost method of valuation, neither the amount of daily income nor the NAV is affected by any unrealized appreciation or depreciation of the portfolio. In periods of declining interest rates, the indicated daily yield on shares of the Money Market Funds , computed based upon amortized cost valuation, may tend to be higher than a similar computation made by using a method of valuation based upon market prices and estimates. In periods of rising interest rates, the indicated daily yield on shares of the Funds computed the same way may tend to be lower than a similar computation made by using a method of calculation based upon market prices and estimates.

All Other Funds

Portfolio securities of the other Funds are valued as follows:

 

   

for equity securities traded on a securities exchange, including NASDAQ, at the last sale price or official closing price reported on the exchange on which the security is principally traded;

 

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in the absence of recorded sales for equity securities, at the mean of the last bid and asked prices as furnished by an independent pricing service;

 

   

for U.S. government securities, listed corporate bonds, private placement securities, other fixed income and asset-backed securities and unlisted securities, at the mean of the last bid and asked prices as furnished by an independent pricing service, except that fixed income securities with remaining maturities of 60 days or less at the time of purchase are valued at amortized cost;

 

   

for municipal bonds, by an independent pricing service;

 

   

in the absence of a market quote for asset and mortgage-backed securities for which final paydowns have been processed, par value will be used to price the security until the final payment is received and the final paydown has been removed from the fund accounting records;

 

   

for securities of other open-end registered investment companies, at net asset value; and

 

   

for all other securities, at fair value as determined in good faith by the Board.

Prices provided by independent pricing services may be determined without relying exclusively on quoted prices and may consider institutional trading in similar groups of securities, yield, quality, stability, risk, coupon rate, maturity, type of issue, trading characteristics and other market data or factors.

A Fund values futures contracts and options at their market values established by the exchanges on which they are traded at the close of trading on such exchanges. Options traded in the OTC market are valued according to the mean between the last bid and the last asked price for the option as provided by an investment dealer or other financial institution that deals in the option. The Board may determine in good faith that another method of valuing such investments is necessary to appraise their fair market value.

Any securities or other assets for which market valuations are not readily available or are deemed to be inaccurate are valued at fair value as determined in good faith and in accordance with procedures approved by the Board. The Board has established and appointed a Pricing Committee, which is responsible for determinations of fair value. See “Board of Directors.” In determining fair value, the Pricing Committee takes into account all information available and any factors it deems appropriate.

TRADING IN FOREIGN SECURITIES

Trading in foreign securities may be completed at times that vary from the closing of the New York Stock Exchange (NYSE). In computing its NAV, the Funds value foreign securities at the latest closing price on the principal exchange on which they are traded immediately prior to the closing of the NYSE. Certain foreign currency exchange rates may also be determined at the latest rate prior to the closing of the NYSE. Foreign securities quoted in foreign currencies are translated into U.S. dollars at current rates. The passage of time between when the foreign exchanges or markets close and when the Funds compute their net asset values could cause the value of foreign securities to no longer be representative or accurate, and as a result, may necessitate that such securities be fair valued. Accordingly, for foreign securities, the Funds may use an independent pricing service to fair value price the security as of the close of regular trading on the NYSE. As a result, a Fund’s value for a security may be different from the last sale price (or the latest bid price).

WHAT DO SHARES COST?

Except under certain circumstances described in the Prospectus, shares of each class of the Equity, Balanced and Income Funds are sold at their NAVs on days the NYSE is open for business and shares of each class of the Money Market Funds are sold at their NAVs on any day the Federal Reserve Bank of New York is open for business and, alternatively, on any day the U.S. government securities markets are open and the Money Market Funds ’ portfolio managers determine sufficient liquidity exists in those markets.

 

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The procedure for purchasing shares is explained in the Prospectus under “How to Buy Shares.”

HOW ARE FUND SHARES SOLD?

M&I Distributors, LLC (MID), located at 111 East Kilbourn Avenue, Milwaukee, Wisconsin 53202, serves as the principal distributor of the Funds’ shares (the Distributor). Under a Distribution Agreement with the Funds, MID offers the Funds’ shares on a continuous, best-efforts basis. MID is an affiliate of the Adviser and M&I Trust.

For the fiscal years ended August 31, 2011, August 31, 2010 and August 31, 2009, MID received the following commissions for Class A shares.

Underwriting Commissions

(Aggregate Amount/Amount Retained)

 

     For the Fiscal Year Ended August 31

Fund

   2011 (1)    2010    2009

Large-Cap Value

   $3,651/$674    $15,093/$2,916    $19,622/$4,185

Large-Cap Growth

   $2,734/$492    $14,772/$2,722    $12,654/$2,389

Mid-Cap Value

   $2,680/$590    $12,839/$2,536    $9,191/$1,762

Mid-Cap Growth

   $1,307/$246    $9,127/$1,872    $5,417/$948

Small-Cap Growth

   $9,056/$1,789    $47,871/$8,605    $10,979/$2,089

Lloyd George Emerging Markets Equity

   $1,535/$333    $9,722/$2,087    $820/$155 (2)

Short-Term Income

   $1,897/$465    $7,767/$2,029    $926/$232

Short-Intermediate Bond

   $1,428/$360    $7,806/$1,990    $7,990/$2,022

Government Income

   $2,334/$600    $14,702/$3,741    $11,754/$3,018

TCH Corporate Income

   $632/$159    $17,218/$4,544    $26,678/$6,757 (2)

Aggregate Bond

   $3,415/$876    $15,208/$3,922    $24,960/$6,309

 

(1)  

Commission information for 2011 is for the period from September 1, 2010 to November 30, 2010, the date Class A shares were terminated for the Funds listed.

(2)  

Commission information for each of TCH Corporate Income and Lloyd George Emerging Markets Equity is for the period from December 23, 2008, the date on which each Fund commenced operations, to August 31, 2009, the end of each Fund’s fiscal year.

12b-1 Plan

The Corporation has adopted a compensation-type distribution plan pursuant to Rule 12b-1 under the 1940 Act (the Plan) for Prime Money Market . The Plan is designed to stimulate brokers, dealers and administrators to provide distribution and/or administrative support services to holders of certain Fund shares (Plan Shares). The Plan authorizes payments by the Plan Shares for these services. The Plan provides that the Distributor shall act as the distributor of Plan Shares, and it permits the payment of fees to brokers (including M&I Financial Advisors, an affiliate of the Adviser), dealers and administrators for distribution and/or administrative services. These services are to be provided by representatives who have knowledge of the shareholders’ particular circumstances and goals, and include, but are not limited to: (1) providing office space, equipment, telephone facilities, and various personnel, including clerical, supervisory, and computer, as necessary or beneficial to establish and maintain shareholder accounts and records; (2) processing purchase and redemption transactions and automatic investment of client account cash balances; (3) answering client inquiries regarding the Plan Shares; (4) assisting clients in changing dividend options, account designations, and addresses; and (5) providing such other services as a Fund reasonably requests.

 

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Other benefits of the Plan include, but are not limited to, the following: (1) an efficient and effective administrative system; (2) a more efficient use of assets of holders of Plan Shares by having them rapidly invested in a Fund with a minimum of delay and administrative detail; and (3) an efficient and reliable records system for holders of Plan Shares and prompt responses to shareholder requests and inquiries concerning their accounts.

For the fiscal year ended August 31, 2011, 12b-1 fees were payable to the Distributor in the amount of $ 198,057. The Distributor waived all of the fees payable under the Plan.

Shareholder Services (Class Y Shares Only)

M&I Trust is the shareholder servicing agent for the Funds. As such, it provides shareholder services to the Funds that include, but are not limited to, distributing the Prospectus and other information, providing shareholder assistance, and communicating or facilitating purchases and redemption of shares.

The Funds may pay M&I Trust for providing shareholder services and maintaining shareholder accounts. M&I Trust may select others to perform these services for their customers and may pay them fees.

For the fiscal year ended August 31, 2011, the Class Y shares of the Funds paid the following shareholder services fees and M&I Trust voluntarily waived the following amounts. M&I Trust may terminate such voluntary waivers at any time.

 

     Shareholder Services Fee Paid/
Shareholder Services Fee Waived

Fund (1)

   Class Y    Class A (3)

Large-Cap Value

   $209,523/$0    $3,899/$0

Large-Cap Growth

   $205,901/$0    $3,701/$0

Large-Cap Focus

   $50,798/$0    N/A

Mid-Cap Value

   $377,218/$0    $4,263/$0

Mid-Cap Growth

   $234,820/$0    $2,520/$0

Small-Cap Value (2)

   $29,652/$0    N/A

Small-Cap Growth

   $781,011/$0    $13,149/$0

Lloyd George Emerging Markets Equity

   $40,908/$0    $500/$0

Ultra Short Tax-Free

   $120,385/$0    N/A

Short-Term Income

   $144,481/$0    $2,544/$0

Short-Intermediate Bond

   $147,095/$0    $2,973/$0

Intermediate Tax-Free

   $890,755/$755,892    N/A

Government Income

   $570,736/$0    $3,518/$0

TCH Corporate Income

   $43,411/$0    $1,178/$0

Aggregate Bond

   $444,387/$0    $1,550/$0

TCH Core Plus Bond

   $115,855/$0    N/A

Government Money Market

   $571,144/$495,464    N/A

Tax-Free Money Market

   $688,132/$30,598    N/A

Prime Money Market

   $3,681,386/$1,039,339    $165,047/$46,378

 

(1)  

No information is provided for the Dividend Income Fund, the Monegy High Yield Bond Fund, the Pyrford International Stock Fund or the Pyrford Global Strategic Return Fund because they did not commence operations until the date of this SAI.

(2)  

Amounts for Small-Cap Value are for the period from March 1, 2011, the date on which the Fund commenced operations, to August 31, 2011, the end of the Fund’s fiscal year.

(3)  

Amounts for Class A Shareholder Services Fees Paid and Waived are for the period from September 1, 2010 to November 30, 2010, the date of termination of the Class A shares (with the exception of the Prime Money Market Fund Class A shares, which are for the full fiscal year).

 

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HOW TO BUY SHARES

Exchanging Securities for Shares

A shareholder may contact the Funds to request a purchase of shares in an exchange for securities owned by the shareholder. The Funds reserve the right to determine whether to accept the securities and the minimum market value to accept. The Funds will value the securities in the same manner as it values its assets. This exchange is treated as a sale of a shareholder’s securities for federal income tax purposes.

Redemption In Kind

Although the Funds intend to pay share redemptions in cash, the Funds reserve the right, as described below, to pay the redemption price in whole or in part by a distribution of a Fund’s portfolio securities.

Because the Corporation has elected to be governed by Rule 18f-1 under the 1940 Act, each Fund is obligated to pay share redemptions to any one shareholder in cash only up to the lesser of $250,000 or 1% of the Fund’s net assets represented by such share class during any 90-day period. Any share redemption payment greater than this amount will be in cash unless the Adviser determines that payment should be in kind. In such a case, a Fund will pay all or a portion of the remainder of the redemption in portfolio securities, valued in the same way as the Fund determines its NAV. The portfolio securities will be selected in a manner that the Adviser deems fair and equitable and, to the extent available, such securities will be readily marketable.

A redemption in kind is not as liquid as a cash redemption. If a redemption is made in kind, the redeeming shareholder would incur transaction costs in selling the portfolio securities received, and the proceeds of such sales, when made, may be more or less than the value on the redemption date. Redemptions in kind are taxable for federal income tax purposes in the same manner as redemptions for cash.

In addition, the Funds have adopted procedures, consistent with SEC guidelines, to permit a redemption in kind to an affiliate.

ACCOUNT AND SHARE INFORMATION

Voting and Distribution Rights

Shareholders of each Fund are entitled: (i) to one vote per full share of common stock; (ii) to distributions declared by the Board; and (iii) upon liquidation of the Fund, to participate ratably in the assets of the Fund available for distribution. Each share of a Fund gives the shareholder one vote in the election of directors and other matters submitted to shareholders for vote and is entitled to participate equally in net income and capital gains distributions by the Fund. All shares of each Fund or class in the Corporation have equal voting rights, except that only shares of a particular Fund or class are entitled to vote on matters affecting that Fund or class. Consequently, the holders of more than 50% of the Corporation’s shares of common stock voting for the election of directors can elect the entire Board, and, in such event, the holders of the Corporation’s remaining shares voting for the election of directors will not be able to elect any person or persons to the Board.

The WBCL permits registered investment companies, such as the Corporation, to operate without an annual meeting of shareholders under specified circumstances if an annual meeting is not required by the 1940 Act. The Corporation holds meetings of shareholders as required by the 1940 Act, the Corporation’s Articles of Incorporation or By-laws. Directors may be removed by the shareholders at a special meeting. A special meeting of the shareholders may be called by the Board upon written request of shareholders owning at least 10% of the Corporation’s outstanding voting shares.

The shares are redeemable and transferable. All shares issued and sold by the Corporation will be fully paid and nonassessable.

 

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Control Persons and Principal Shareholders

As of November 30, 2011, the following shareholders owned of record or are known by the Corporation to own of record or beneficially more than 5% of a Fund’s outstanding class of shares:

 

Fund Name

   Class     

Name and Address

   Number of
Shares
     Percent
of Class
 

Large-Cap Value

     I      

Vallee & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place

Milwaukee WI 53224-3638

     1,263,013.9         17
     I      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     3,053,668.2         43
     I      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     2,484,142.3         35
     Y      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     4,005,045.8         62
     Y      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     921,859.8         14

Large-Cap Growth

     I      

Vallee & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place

Milwaukee WI 53224-3638

     1,008,025.9         12
     I      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     6,446,082.3         78
     I      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     570,119.9         6
     Y      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     4,100,166.8         60

Large-Cap Focus

     I      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     2,647,544.3         100

 

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Fund Name

   Class     

Name and Address

   Number of
Shares
     Percent
of Class
 
     Y      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     2,201,653.7         98

Mid-Cap Value

     I      

Vallee & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place

Milwaukee WI 53224-3638

     1,946,011.0         21
     I      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     4,468,550.4         49
     I      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     2,094,910.7         23
     Y      

Charles Schwab & Co Inc

Reinvest Account

101 Montgomery St

San Francisco CA 94104-4151

     908,719.1         8
     Y      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     3,439,887.6         32
     Y      

Hartford Life Insurance Co.

PO Box 2999

Hartford, CT 06104-2999

     545,409.8         5
     Y      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     2,312,039.4         21

Mid-Cap Growth

     I      

Vallee & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place

Milwaukee WI 53224-3638

     1,274,707.6         14
     I      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     3,717,458.9         43
     I      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     3,380,747.5         39

 

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Fund Name

   Class     

Name and Address

   Number of
Shares
     Percent
of Class
 
     Y      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     2,629,501.7         52
     Y      

AUL American Group

Retirement Annuity

One American Square

PO Box 368

Indianapolis IN 46206-0368

     273,822.4         5
     Y      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     719,027.7         14

Small-Cap Growth

     I      

Vallee & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place

Milwaukee WI 53224-3638

     2,887,666.9         27
     I      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     4,250,029.5         40
     I      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     1,605,041.2         15
     Y      

Charles Schwab & Co Inc

Reinvest Account

101 Montgomery St

San Francisco CA 94104-4151

     2,000,540.9         10
     Y      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     2,918,549.5         15
     Y      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     2,091,962.5         11
     Y      

NFS LLC FEBO*

FIIOC Agent for Qualified Employee

Plans 401K-Finops-IC Funds

100 Magellan Way #KW1C

Covington Ky 41015-1987

     2,054,513.4         11
     I      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     295,859.1         99
Small-Cap Value      Y      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     2,435,377.8         98

 

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Fund Name

   Class   

Name and Address

   Number of
Shares
     Percent
of Class
 
Lloyd George Emerging Markets Equity    I   

Industricorp and Co

312 Central Ave Se Ste 508

Minneapolis MN 55414-1166

     765,792.4         33
   I   

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     1,397,782.2         60
   Y   

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     646,334.8         87
Ultra Short Tax-Free    I   

Vallee & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place

Milwaukee WI 53224-3638

     32,733,635.6         79
   I   

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     4,607,525.2         11
   I   

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     2,248,133.6         5
   Y   

Vallee & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place

Milwaukee WI 53224-3638

     786,409.4         13
   Y   

Maril & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     324,258.5         5
   Y   

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     1,972,711.2         34
   Y   

Pershing LLC*

PO Box 2052

Jersey City NJ 07303-2052

     504,806.6         8
Short-Term Income    I   

Vallee & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place

Milwaukee WI 53224-3638

     4,121,199.9         44

 

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Fund Name

   Class   

Name and Address

   Number of
Shares
     Percent
of Class
 
   I   

Mac & Co*

Attn: Mutual Funds Ops

PO Box 3198

Pittsburgh PA 15230-3198

     2,154,656.5         23
   I   

Maril & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     763,713.9         8
   I   

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     1,875,965.3         20
   Y   

Vallee & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place

Milwaukee WI 53224-3638

     1,121,693.2         14
   Y   

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     3,750,665.8         48
Short-Intermediate Bond    I   

Vallee & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place

Milwaukee WI 53224-3638

     2,838,260.7         27
   I   

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     6,382,626.5         62
   Y   

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     344,260.3         6
   Y   

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     1,528,569.4         28%   

Intermediate Tax-Free

   I   

Vallee & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place

Milwaukee WI 53224-3638

     14,288,605.2         86%   
   I   

Maril & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     1,814,486.0         10

 

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Fund Name

   Class     

Name and Address

   Number of
Shares
     Percent
of Class
 
     Y      

Charles Schwab & Co Inc*

Reinvest Account

101 Montgomery St

San Francisco CA 94104-4151

     15,884,014.5         37
     Y      

TD Ameritrade Inc.

For the Exclusive Benefit of our Clients*

PO Box 2226

Omaha, NE 68103-2226

     2,121,424.3         5
     Y      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     3,463,225.9         8

Government Income

     I      

Vallee & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place

Milwaukee WI 53224-3638

     2,976,219.5         64
     I      

Maril & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     440,588.4         9
     I      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     886,347.0         19
     I      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     265,520.2         5
     I      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     2,005,148.8         9
     Y      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     1,772,925.8         8

TCH Corporate Income

     I      

Vallee & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place

Milwaukee WI 53224-3638

     1,732,905.4         27
     I      

Mac & Co*

Attn: Mutual Fund Operations

PO Box 3198

525 William Penn Pl

Pittsburgh PA 15230-3198

     3,676,066.5         59

 

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Table of Contents

Fund Name

   Class     

Name and Address

   Number of
Shares
     Percent
of Class
 
     I      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     677,044.9         10
     Y      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     1,262,619.4         79

Aggregate Bond

     I      

Vallee & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place

Milwaukee WI 53224-3638

     5,102,397.1         23
     I      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     16,283,896.7         75
     Y      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     20,880,746.8         94

TCH Core Plus Bond

     I      

Vallee & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place

Milwaukee WI 53224-3638

     269,646.6         6
     I      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     3,852,671.9         91
     Y      

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     5,549,562.3         97
Government Money Market      I      

Maril & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     130,314,180.6         51
     I      

M&I Marshall & Ilsley Bank*

c/o M&I Support Services

PO Box 366

Sun Prairie WI 53590-0366

     46,880,541.3         18
     I      

Maril & Co FBO WSFS Bank*

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     43,383,080.2         17

 

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Fund Name

   Class   

Name and Address

   Number of
Shares
     Percent
of Class
 
   I   

Maril & Co FBO Washington Trust*

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     21,231,344.2         8
   Y   

M&I Custody of Nevada Inc*

FBO CSB Investments Inc

3993 Howard Hughes Pkwy Ste 100

Las Vegas NV 89169-5967

     11,041,957.7         5
   Y   

Maril & Co*

Marshall & Ilsley Trust Co, NA

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     105,910,513.8         51
   Y   

M&I Marshall & Ilsley Bank*

c/o M&I Support Services

PO Box 366

Sun Prairie WI 53590-0366

     18,963,317.2         9
   Y   

San Pasqual Fiduciary Trust Co

One Wilshire Building

624 S Grand Ave Ste 2625

Los Angeles CA 90017-3816

     16,885,055.8         8
Tax-Free Money Market    I   

Maril & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     391,707,424.8         64
   I   

M&I Marshall & Ilsley Bank*

c/o M&I Support Services

PO Box 366

Sun Prairie WI 53590-0366

     53,846,777.1         8
   I   

Maril & Co FBO Bank NC*

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     39,658,294.9         6
   Y   

Maril & Co*

Marshall & Ilsley Trust Oper

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     102,679,766.9         45
   Y   

Pershing LLC

As Agent for its Brokerage Customer*

Attn: Cash Management Services

1 Pershing Plz

Jersey City NJ 07399-0002

     42,652,848.2         18
   Y   

Heller Trust

PO Box 240181

Milwaukee, WI 53224

     14,976,019.0         6

 

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Fund Name

   Class   

Name and Address

   Number of
Shares
     Percent
of Class
 
           
           
Prime Money Market    A   

Pershing LLC

As Agent For Its Brokerage Customer*

Attn: Cash Management Services

1 Pershing Plz

Jersey City NJ 07399-0002

     55,271,342.0         87
   I   

Maril & Co*

M&I Trust Company, NA

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     1,611,091,592.5         79
   Y   

Maril & Co*

M&I Trust Company, NA

11270 West Park Place Ste 400

Milwaukee WI 53224-3638

     1,053,024,508.4         80
   Y   

Mitra & Co*

Marshall & Ilsley Trust Oper

11270 W Park Place

Milwaukee WI 53224-3638

     128,904,218.3         9

 

 

* The Corporation believes that this entity, the holder of record of these shares, is not the beneficial owner of such shares.

Any person who beneficially owns more than 25% of the outstanding shares of a Fund or a class may be considered a “controlling person” of such Fund or class. Shareholders with a controlling interest could affect the outcome of proxy voting or the direction of management of a Fund.

As of November 30, 2011, the current officers and directors of the Corporation, as a group, owned less than 1% of any class of each Fund’s outstanding shares.

WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES?

This section is not intended to be a full discussion of federal income tax laws and does not discuss state, local or foreign tax laws. Please consult your own tax adviser regarding federal, state, local, or foreign tax considerations.

Fund Taxation

Each Fund has qualified and intends to continue to be treated and qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). In order to so qualify, each Fund must, among other things, (i) derive at least 90% of its gross income from dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock,

 

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securities or foreign currencies, other income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies and net income derived from interests in qualified publicly traded partnerships, (ii) distribute at least 90% of its dividend, interest and certain other taxable income each year and 90% of its net tax-exempt income, and (iii) at the end of each fiscal quarter (a) maintain at least 50% of the value of its total assets in cash and cash items, U.S. government securities, securities of other regulated investment companies, and other securities of issuers that represent, with respect to each issuer, no more than 5% of the value of the Fund’s total assets and 10% of the outstanding voting securities of such issuer, and (b) have no more than 25% of the value of its total assets invested in the securities (other than those of the U.S. government or other regulated investment companies) of any one issuer or of two or more issuers that the Fund controls and that are engaged in the same, similar or related trades and businesses or the securities of one or more qualified publicly traded partnerships.

To the extent that a Fund qualifies for treatment as a regulated investment company, it will not be subject to federal income tax on income paid to shareholders in the form of distributions of investment company taxable income (determined without regard to the deduction for dividends paid) or net capital gain. In the event a Fund fails to qualify as a regulated investment company under Subchapter M, and does not obtain relief from such failure, it will be treated as a regular corporation for federal income tax purposes. Accordingly, the Fund would be subject to federal income taxes on the full amount of its taxable income and gains, and any distributions that the Fund makes would not qualify for any dividends paid deduction. This would increase the cost of investing in the Fund for shareholders and would make it more economical for shareholders to invest directly in securities held by the Fund instead of investing indirectly in such securities through the Fund.

Each Fund will be treated as a single, separate entity for federal income tax purposes so that income earned and capital gains and losses realized by the Corporation’s other portfolios will be separate from those realized by each Fund.

Each Fund generally will be subject to a 4% nondeductible federal excise tax to the extent the Fund does not meet certain minimum distribution requirements by the end of the calendar year. To avoid the imposition of the 4% excise tax, a Fund must distribute at least 98% of its taxable ordinary income for the calendar year and at least 98.2% of the excess of its capital gains over capital losses realized during the one-year period ending October 31 (in most cases) of such year as well as amounts that were neither distributed nor taxed to the Fund during the prior calendar year. Each Fund intends to declare or distribute dividends during the calendar year in an amount sufficient to prevent imposition of this 4% excise tax.

If a Fund invests in certain pay-in-kind securities, zero coupon securities, deferred interest securities or, in general, any other securities with original issue discount (or with market discount if the Fund elects to include market discount in income currently), the Fund must accrue income on such investments for each taxable year, which generally will be prior to the receipt of the corresponding cash payments. However, a Fund must distribute to shareholders, at least annually, all or substantially all of its investment company taxable income (determined without regard to the deduction for dividends paid), including such accrued income, to avoid federal income and excise taxes. Therefore, a Fund may have to dispose of its portfolio securities under disadvantageous circumstances to generate cash, or may have to leverage itself by borrowing the cash, to satisfy these distribution requirements.

A Fund may acquire market discount bonds. A market discount bond is a security acquired in the secondary market at a price below its redemption value (or its adjusted issue price if it is also an original issue discount bond). If a Fund invests in a market discount bond, it will be required to treat any gain recognized on the disposition of such market discount bond as ordinary income (instead of capital gain) to the extent of the accrued market discount, unless the Fund elects to include the market discount in income as it accrues.

A Fund’s investment in lower-rated or unrated debt securities may present issues for the Fund if the issuers of these securities default on their obligations because the federal income tax consequences to a holder of such securities are not certain.

 

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A Fund’s transactions, if any, in forward contracts, options, futures contracts and hedged investments may be subject to special provisions of the Code that, among other things, may affect the character of gain and loss realized by a Fund (i.e., may affect whether gain or loss is ordinary or capital), accelerate recognition of income to a Fund, defer a Fund’s losses, and affect whether capital gain and loss is characterized as long-term or short-term. These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also may require a Fund to mark-to-market certain types of positions (i.e., treat them as if they were closed out), which may cause a Fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the distribution requirements for avoiding federal income and excise taxes. The Funds will monitor their transactions, make the appropriate tax elections, and make the appropriate entries in their books and records when they acquire any option, futures contract, forward contract, or hedged investment in order to mitigate the effect of these rules, prevent disqualification of the Fund as a regulated investment company, and minimize the imposition of federal income and excise taxes.

Options held by a Fund at the end of each fiscal year on a broad-based stock index are treated under the Code as Section 1256 contracts and will be required to be marked-to-market for federal income tax purposes. Sixty percent of any net gain or loss recognized on such deemed sales or on any actual sales will be treated as long-term capital gain or loss, and the remainder will be treated as short-term capital gain or loss (60/40 gain or loss). Certain other options, futures contracts and options on futures contracts utilized by the Funds are also Section 1256 contracts. Any Section 1256 contracts held by the Funds at the end of each taxable year (and on October 31 of each year for purposes of the 4% excise tax) are also marked-to-market with the result that unrealized gains or losses are treated as though they were realized and the resulting gain or loss is treated as a 60/40 gain or loss.

A Fund’s entry into a short sale transaction, an option or certain other contracts could be treated as the constructive sale of an appreciated financial position, causing the Fund to realize gain, but not loss, on the position.

The application of certain requirements for qualification as a regulated investment company and the application of certain other federal income tax rules may be unclear in some respects in connection with investments in certain derivatives and other investments. As a result, a Fund may be required to limit the extent to which it invests in such investments and it is also possible that the Internal Revenue Service (IRS) may not agree with a Fund’s treatment of such investments. In addition, the tax treatment of derivatives and certain other investments may be affected by future legislation, Treasury Regulations and guidance issued by the IRS (which could apply retroactively) that could affect the timing, character and amount of a Fund’s income and gains and distributions to shareholders, affect whether a Fund has made sufficient distributions and otherwise satisfied the requirements to maintain its qualification as a regulated investment company and avoid federal income and excise taxes or limit the extent to which a Fund may invest in certain derivatives and other investments in the future.

Generally, the character of the income or capital gains that a Fund receives from another investment company will pass through to the Fund’s shareholders as long as the Fund and the other investment company each qualify as a regulated investment company. However, to the extent that another investment company that qualifies as a regulated investment company realizes net losses on its investments for a given taxable year, a Fund will not be able to recognize its share of those losses until it disposes of shares of such investment company. Moreover, even when a Fund does make such a disposition, a portion of its loss may be recognized as a long-term capital loss, which will not be treated as favorably for federal income tax purposes as an ordinary deduction. In particular, a Fund will not be able to offset any capital losses from its dispositions of shares of other investment companies against its ordinary income. As a result of the foregoing rules, and certain other special rules, it is possible that the amounts of investment company taxable income and net capital gains that a Fund will be required to distribute to shareholders will be greater than such amounts would have been had the Fund invested directly in the securities held by the investment companies in which it invests, rather than investing in shares of the investment companies. For similar reasons, the character of distributions from a Fund (e.g., long-term capital gain, qualified dividend income, etc.) will not necessarily be the same as it would have been had the Fund invested directly in the securities held by the investment companies in which it invests.

 

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A Fund may invest to a limited degree in MLPs that are treated as qualified publicly traded partnerships for federal income tax purposes. Net income derived from an interest in a qualified publicly traded partnership is included in the sources of income from which a regulated investment company may derive 90% of its gross income. However, no more than 25% of the value of a regulated investment company’s total assets at the end of each fiscal quarter may be invested in securities of qualified publicly traded partnerships. If an MLP in which a Fund invests is taxed as a partnership for federal income tax purposes, the Fund will be taxable on its allocable share of the MLP’s income regardless of whether the Fund receives any distribution from the MLP. Thus, the Fund may be required to sell other securities in order to satisfy the distribution requirements to qualify as a regulated investment company and to avoid federal income and excise taxes. Distributions to a Fund from an MLP that is taxed as a partnership for federal income tax purposes will constitute a return of capital to the extent of the Fund’s basis in its interest in the MLP. If a Fund’s basis is reduced to zero, distributions will generally constitute capital gain for federal income tax purposes.

Under the Code, gains or losses attributable to fluctuations in exchange rates that occur between the time a Fund accrues income or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time the Fund actually collects such receivable or pays such liabilities generally are treated as ordinary income or loss. Similarly, on disposition of debt securities denominated in a foreign currency and on disposition of certain other instruments, gains or losses attributable to fluctuations in the value of the foreign currency between the date of acquisition of the security or contract and the date of disposition also may be treated as ordinary gain or loss. These gains and losses, referred to under the Code as “Section 988” gains or losses, may increase or decrease the amount of a Fund’s investment company taxable income to be distributed to its shareholders as ordinary income.

Distributions from a Fund may be based on estimates of book income for the year. Book income generally consists solely of the income generated by the securities in the portfolio, whereas tax-basis income includes, in addition, gains or losses attributable to currency fluctuation. Due to differences in the book and tax treatment of fixed income securities denominated in foreign currencies, it is difficult to project currency effects on an interim basis. Therefore, to the extent that currency fluctuations cannot be anticipated, a portion of distributions to shareholders could later be designated as a return of capital, rather than income, for federal income tax purposes, which may be of particular concern to simple trusts.

If a Fund receives an “excess distribution” with respect to the stock of a passive foreign investment company (PFIC), the Fund itself may be subject to federal income tax on a portion of the excess distribution, whether or not the corresponding income is distributed by the Fund to shareholders. In general, a foreign corporation is classified as a PFIC for a taxable year if at least 50% of its assets produce or are held to produce passive income or 75% or more of its gross income is passive income.

Under the PFIC rules, an excess distribution is treated as having been realized ratably over the period during which the Funds held the PFIC stock. A Fund itself will be subject to U.S. federal income tax (including interest) on the portion, if any, of an excess distribution that is so allocated to prior taxable years. Certain distributions from a PFIC as well as gain from the sale of PFIC stock are treated as excess distributions. Excess distributions are characterized as ordinary income even though, absent application of the PFIC rules, certain excess distributions might have been classified as capital gain.

Rather than being taxed on the PFIC income as discussed above, a Fund may be eligible to elect alternative tax treatment. Under an election that currently is available in certain circumstances, a Fund generally would be required to include in its gross income its share of the PFIC’s income and net capital gain annually, regardless of whether distributions are received from the PFIC in a given year. In addition, another election may be available that would involve marking to market a Fund’s PFIC shares at the end of each taxable year (and on certain other dates prescribed in the Code), with the result that unrealized gains are treated as though they were realized and treated as ordinary income or loss (subject to certain limitations). If this election were made, federal income tax at the Fund level under the PFIC rules would generally be eliminated, but the Fund could, in limited

 

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circumstances, incur nondeductible interest charges. A Fund’s intention to qualify annually as a regulated investment company may limit its options with respect to PFIC shares.

Because the application of the PFIC rules may affect, among other things, the character of gains and the amount of gain or loss and the timing of the recognition of income with respect to PFIC shares, and may subject a Fund itself to tax on certain income from PFIC shares, the amount that must be distributed to shareholders and that will be taxed to shareholders as ordinary income or long-term capital gain may be increased or decreased as compared to a fund that did not invest in PFIC shares.

Taxation of U.S. Shareholders

With respect to Funds other than the Tax-Exempt Funds (see discussion below), shareholders will be subject to federal income tax on distributions made by the Funds whether received in cash or additional shares of the Funds. Distributions of investment company taxable income (determined without regard to the deductions for dividends paid) (which includes any net short-term capital gain in excess of any net long-term capital loss) generally will be taxable to shareholders as ordinary income. However, for taxable years beginning prior to January 1, 2013, distributions to noncorporate shareholders of investment company taxable income that a Fund reports as attributable to “qualified dividend” income (generally dividends received from U.S. domestic corporations and qualified foreign corporations) generally will be taxed at the federal income tax rates applicable to net capital gain, provided certain holding period and other requirements described below are satisfied. Distributions of net capital gain (the excess of net long-term capital gains over net short-term capital losses), if any, will be taxable to noncorporate shareholders at a maximum federal income tax rate of 15%, without regard to how long a shareholder has held shares of a Fund. Unless extended by future legislation, the 15% federal income tax rate on net capital gain will expire for taxable years beginning after 2012 and will be replaced by a maximum federal income tax rate on net capital gains of 20%. Distributions of investment company taxable income paid by a Fund may qualify in part for the 70% dividends received deduction available to corporate shareholders, provided that certain holding period and other requirements under the Code are satisfied. Generally, however, dividends received on stocks of foreign issuers that are held by the Funds are not eligible for the dividends received deduction when distributed to the Funds’ shareholders. Because no portion of the income of any Fund, other than the Equity Funds and Pyrford Global Strategic Return , will consist of dividends from domestic corporations or qualified foreign corporations, dividends paid by the Funds, other than the Equity Funds and Pyrford Global Strategic Return , are not expected to be eligible for “qualified dividend” treatment when paid to noncorporate shareholders or qualify for the dividends received deduction available to corporate shareholders.

Dividend income received by a Fund and distributed to a Fund shareholder may not be treated as “qualified dividend” income by the shareholder unless the Fund satisfies certain holding period and other requirements with respect to the stock in its portfolio generating such dividend income and the shareholder meets certain holding period and other requirements with respect to the Fund’s shares. A dividend will not be treated as qualified dividend income (at either the Fund or shareholder level) (1) if the dividend is received with respect to any share of stock held for fewer than 61 days during the 121-day period beginning on the date that is 60 days before the date on which such share becomes ex-dividend with respect to such dividend (or, in the case of certain preferred stock, 91 days during the 181-day period beginning 90 days before such date), (2) to the extent that the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property, or (3) if the recipient elects to have the dividend income treated as investment income for purposes of the limitation on deductibility of investment interest. For purposes of determining the holding period for stock on which a dividend is received, such holding period is reduced for any period the recipient has an option to sell, is under a contractual obligation to sell or has made (and not closed) a short sale of substantially identical stock or securities, and in certain other circumstances. In order for a dividend paid by a foreign corporation to constitute qualified dividend income, the foreign corporation must (1) be eligible for the benefits of a comprehensive income tax treaty with the United States (or the stock on which the dividend is paid must be readily tradable on an established securities market in the United States), and (2) not be treated as a PFIC.

 

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To the extent a Fund is unable to use its capital losses, it may be entitled to a capital loss carry-forward, which may reduce the taxable gain that the Fund would realize and on which the shareholder would be subject to federal income tax in the future.

Distributions declared by a Fund during October, November or December to shareholders of record during such month and paid by January 31 of the following year will be taxable in the year they are declared, rather than the year in which they are received. Each Fund will notify its shareholders each year of the amount and type of distributions paid.

Gain or loss realized upon a sale, redemption or other disposition (such as an exchange) of shares of a Fund by a shareholder will generally be treated as long-term capital gain or loss if the shares have been held for more than one year and, if held for one year or less, as short-term capital gain or loss. Any loss on the sale, redemption or exchange of shares held for six months or less will be treated as a long-term capital loss to the extent of any net capital gain distributions paid to the shareholder with respect to such shares. Any loss a shareholder realizes on a sale, redemption or exchange of shares will be disallowed if the shareholder acquires other shares of the Fund (whether through the automatic reinvestment of distributions or otherwise) or substantially identical stock or securities within a 61-day period beginning 30 days before and ending 30 days after the shareholder’s sale, redemption or exchange of the shares. In such case, the shareholder’s tax basis in the shares acquired will be adjusted to reflect the disallowed loss. Capital losses may be subject to limitations on their use by a shareholder.

Purchasing shares shortly before a distribution may not be advantageous. If the distribution is taxable, it will essentially result in a taxable return of a portion of the purchase price.

Tax-Exempt Funds

Ultra Short Tax-Free, Intermediate Tax-Free and Tax-Free Money Market (the Tax-Exempt Funds) intend to qualify to pay “exempt interest dividends” by satisfying the Code’s requirement that at the close of each quarter of its taxable year at least 50 percent of the value of its total assets consists of obligations of a state or political subdivision thereof the interest on which is exempt from federal income tax under Section 103(a) of the Code. So long as this and certain other requirements are met, distributions consisting of each such Fund’s net tax-exempt interest income will be exempt interest dividends, which are exempt from regular federal income tax in the hands of the shareholders of the Fund. As discussed below, receipt of certain exempt interest dividends may have federal alternative minimum tax consequences. Distributions of investment company taxable income received by these Funds from taxable securities or from net short-term capital gains, if any, realized by the Funds will be taxable to shareholders as ordinary income whether received in cash or additional shares of the Funds. Distributions of net capital gains, if any, realized by the Funds will be taxable to shareholders at long-term capital gain rates. Gains of the Tax-Exempt Funds that are attributable to market discount on certain municipal obligations are treated as ordinary income to the extent of the accrued market discount on those bonds.

Interest on indebtedness incurred by a shareholder in order to purchase or carry shares in the Tax-Exempt Funds is generally not deductible for federal income tax purposes to the extent that the Fund distributes exempt interest dividends during the taxable year. If a shareholder receives exempt interest dividends with respect to any share of these Funds and if such share is held by the shareholder for six months or less, then any loss on the sale or exchange of such share will be disallowed to the extent of the amount of exempt interest dividends, provided, this rule shall not apply to a Fund if it declares exempt interest dividends daily in an amount equal to 90% of its net tax-exempt interest and distributes these amounts at least monthly. In addition, shareholders will have to include any exempt interest dividends in determining the taxable portion of their social security and railroad retirement benefit payments. Furthermore, entities or persons who are “substantial users” (or persons related to “substantial users”) of facilities financed by “private activity bonds” or certain industrial development bonds should consult their tax advisers before purchasing shares in the Tax-Exempt Funds. For these purposes, the term “substantial user” is defined generally to include a “non-exempt person” who regularly uses in a trade or business a part of a facility financed from the proceeds of such bonds. Moreover, some or all of the distributions received from the Tax-Exempt Funds may be a specific preference item, or a component of an adjustment item, for

 

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purposes of the federal individual and corporate alternative minimum taxes. The receipt of these exempt interest dividends also may affect a foreign corporate shareholder’s federal “branch profits” tax liability, and an S corporation shareholder’s federal tax on “passive investment income.”

Distributions may be subject to state and local taxation despite their status as exempt interest dividends for federal income tax purposes. As a result, shareholders of a Tax-Exempt Fund should consult their tax advisers to determine whether any portion of the distributions received from the Fund is considered tax exempt in their particular states.

Issuers of securities purchased by the Tax-Exempt Funds (or the beneficiary of such bonds) may have made certain representations or covenants in connection with the issuance of such securities to satisfy certain requirements of the Code that must be satisfied subsequent to the issuance of such bonds. Shareholders should be aware that exempt interest dividends may become subject to federal income taxation retroactively to the date of issuance of the bonds to which such dividends are attributable if such representations are determined to have been inaccurate or if the issuers (or the beneficiary) of the bonds fail to comply with certain covenants made at that time.

Tax legislation may, from time to time, include provisions that may affect the supply of, and demand for, tax-exempt securities, as well as the tax-exempt nature of interest paid thereon. It is not possible to predict with certainty the effect of tax law changes upon the tax-exempt market, including the availability of obligations appropriate for investment, nor is it possible to predict any additional restrictions.

Foreign Taxation

Income received by a Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries. Tax conventions between certain countries and the U.S. may reduce or eliminate such taxes. Also, many foreign countries do not impose taxes on capital gains in respect of investments by foreign investors. The effective rate of foreign tax cannot be predicted since the amount of Fund assets to be invested within various countries is uncertain.

If more than 50% of the value of a Fund’s total assets at the close of its taxable year consists of securities of foreign corporations, such Fund will be eligible to elect to “pass through” to the Fund’s shareholders the amount of eligible foreign income and similar taxes paid by the Fund. If this election is made, a shareholder generally subject to federal income tax will be required to include in gross income (in addition to taxable distributions actually received) his or her pro rata share of foreign taxes paid by the Fund in computing his or her taxable income and to use such amount as a foreign tax credit against his or her U.S. federal income tax liability or deduct such amount in lieu of claiming a credit, subject to certain limitations. No deduction for foreign taxes may be claimed by a shareholder who does not itemize deductions. Each shareholder will be notified after the close of a Fund’s taxable year whether the foreign taxes paid by the Fund will “pass through” for that year. The Corporation expects that only Pyrford International Stock, Lloyd George Emerging Markets Equity and Pyrford Global Strategic Return will qualify to pass through to Fund shareholders foreign taxes paid by the Fund.

If a Fund does not satisfy the requirements for passing through to its shareholders their proportionate shares of any foreign taxes paid by the Fund, shareholders will not be required to include such taxes in their gross incomes and will not be entitled to a tax deduction or credit for such taxes on their own federal income tax returns.

State and Local Taxes

Shareholders may be subject to state and local taxes on distributions received from a Fund (including exempt interest dividends) and on redemptions of Fund shares. Rules of state and local taxation of distributions from regulated investment companies often differ from rules for federal income taxation described above. You are urged to consult your tax adviser as to the consequences of these and other state and local tax rules affecting an investment in a Fund.

 

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Backup Withholding and Other Considerations

If a shareholder does not furnish a Fund with a correct social security number or taxpayer identification number, certify that it is correct, and certify that he, she or it is not subject to backup withholding and/or the Fund receives notification from the IRS requiring back-up withholding, the Fund is required by federal law to withhold federal income tax from all distributions (including exempt interest dividends) and redemption proceeds paid to the shareholder at the rate set forth in applicable IRS rules and regulations. Amounts withheld may be applied to the shareholder’s federal income tax liability and the shareholder may obtain a refund from the IRS if withholding results in an overpayment of federal income tax for such year.

Taxation of Non-U.S. Shareholders

The foregoing discussion relates solely to U.S. federal income tax law as applied to U.S investors. Non-U.S. investors should consult their tax advisers concerning the tax consequences of ownership of shares of the Funds, including the possibility that distributions may be subject to a 30% U.S. withholding tax (or a reduced rate of withholding provided by an applicable tax treaty).

However, effective for taxable years of a Fund beginning before January 1, 2012, a Fund will generally not be required to withhold tax on any amounts paid to a non-U.S. investor with respect to distributions attributable to “qualified short-term gain” (i.e., the excess of net short-term capital gain over net long-term capital loss) designated as such by a Fund and distributions attributable to certain U.S. source interest income that would not be subject to federal withholding tax if earned directly by a non-U.S. person, provided such amounts are properly designated by the Fund. A Fund may choose not to designate such amounts.

Under recent legislation, the U.S. will impose a 30% withholding tax on distributions paid after December 31, 2013 and proceeds of a sale paid after December 31, 2014 in respect of Fund shares received by U.S. stockholders who own their shares through foreign accounts or foreign intermediaries and certain non-U.S. stockholders if certain disclosure requirements related to U.S. accounts or ownership are not satisfied. If payment of withholding taxes is required, non-U.S. stockholders that are otherwise eligible for an exemption from, or reduction of, U.S. withholding taxes with respect to such distributions and proceeds may be able to seek a refund from the IRS to obtain the benefit of such exemption or reduction. The Funds will not pay any additional amounts in respect of any amounts withheld. This withholding could also affect the Fund’s return on a foreign security.

This section is not intended to be a full discussion of federal income tax laws and the effect of such laws on an investor. There may be other federal, state, local or foreign tax considerations applicable to a particular investor. Investors are urged to consult their own tax advisers.

DIRECTORS AND OFFICERS

Directors

The Board of Directors is responsible for overseeing the business and affairs of the Corporation. Information regarding the directors of the Corporation, and their age and business experience during the past five years, are shown in the following table. The address of each director is 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202. Each director with two asterisks (**) is deemed to be an “interested person” of the Corporation as defined in the 1940 Act. Current directors who are not considered to be “interested persons” of the Corporation are referred to in this SAI as “independent directors.” The Corporation currently offers 23 separate portfolios or funds. Information in the following table is as of November 30, 2011 unless otherwise indicated.

 

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INTERESTED DIRECTORS

 

Name and Age

 

Position(s)
Held with the
Corporation

  

Term of Office
and Length of
Time Served*

  

Principal Occupation(s)

During Past 5 Years

  

Number of
Portfolios in
Fund
Complex
Overseen by
Director

  

Other
Directorships
Held by
Director

John M. Blaser**

Age: 54

  Director and President    Since May 1999    Vice President of the Adviser and Marshall & Ilsley Trust Company (M&I Trust) since 1998.    23    None

Ellen M. Costello**

Age: 56

  Director    Since September 2011    Director and CEO of BMO Financial Corp. and U.S. Country Head, since July 2011; President and CEO of BMO Financial Corp., from 2006 to July 2011; Chair and CEO of Harris Bankcorp, Inc. from 2006 to November 2011 and of its wholly-owned subsidiary, Harris N.A., from 2006 to July 2011; Director of Harris Investment Management, Inc., an indirect wholly-owned subsidiary of BMO Financial Corp., since 2006.    23    None

 

* 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.
** 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, the Adviser and M&I Trust. Ms. Costello is an “interested person” of the Corporation due to the positions that she holds with BMO.

INDEPENDENT DIRECTORS

 

Name and Age

 

Position(s)
Held with the
Corporation

 

Term of Office
and Length of
Time Served*

  

Principal Occupation(s)

During Past 5 Years

  

Number of
Portfolios in
Fund
Complex
Overseen by
Director

  

Other
Directorships
Held by
Director

Larry D. Armel

Age: 69

  Independent Director   Since September 2006    Retired; formerly, Chairman, Gold Bank Funds, from 2002 to 2005.    23    None

Ridge A. Braunschweig

Age: 58

  Independent Director   Since October 2009    Executive Vice President and Chief Financial Officer, CPL Industries, Inc. (a manufacturing holding company prior to May 2009 and a family office since May 2009), since 2000.    23    None

 

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INDEPENDENT DIRECTORS

 

Name and Age

 

Position(s)
Held with the
Corporation

 

Term of Office
and Length of
Time Served*

 

Principal Occupation(s)

During Past 5 Years

  Number of
Portfolios in
Fund
Complex
Overseen by
Director
    Other
Directorships
Held by
Director
 

Benjamin M. Cutler

Age: 66

  Independent Director  

Since

July 2004

  Chairman, CEO and President, USHEALTH Group, Inc. (a health insurance company), since September 2004.     23        None   

John A. Lubs

Age: 63

  Independent Director   Since
July 2004
  Vice Chairman, Mason Companies, Inc. (a footwear distributor), October 2004 to July 2010.     23        None   

James Mitchell

Age: 64

  Independent Director   Since March 1999   Chief Executive Officer, NOG, Inc. (a metal processing and consulting company), since 1999; Chairman, Ayrshire Precision Engineering (a precision machining company), since 1992; Chairman, Golner Precision Products, Inc. (a supplier of machine parts), from 2004 to 2008; Chief Executive Officer, General Automotive Manufacturing, LLC (an automotive parts manufacturing company), from 2001-2007.     23        None   

Barbara J. Pope

Age: 63

  Independent Director   Since March 1999   President of Barbara J. Pope, P.C. (a financial consulting firm), since 1992; President of Sedgwick Street Fund LLC (a private investment partnership), since 1996; formerly, Tax Partner, Price Waterhouse.     23        None   

Some of the independent directors, personally or through business relationships, have banking, investment management, custodial or borrowing relationships with BMO Harris Bank N.A., M&I Trust and other affiliates of the Adviser.

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 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202. Officers of the Corporation, together with information as to their principal business occupation during the past five years and certain other information, are shown in the following table as of November 30, 2011.

 

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PRINCIPAL OFFICERS

 

Name and Age

 

Position(s)
Held with the
Corporation

 

Term of Office and
Length of Time Served

 

Principal Occupation(s)
During Past 5 Years

Timothy M. Bonin

Age: 38

  Treasurer   Elected by the Board annually; since February 2006   Vice President of the Adviser, since February 2006; Financial Services Audit Senior Manager, PricewaterhouseCoopers LLP, prior thereto.

John D. Boritzke

Age: 55

  Vice President   Elected by the Board annually; since October 2001   Senior Vice President of the Adviser and M&I Trust, since 2008; Vice President of the Adviser and M&I Trust, 1993-2008.

Linda S. VanDenburgh

Age: 54

  Secretary   Elected by the Board annually; since August 2011   Senior Counsel and Vice President of BMO Harris Bank N.A. (formerly Harris National Association), since 2010; Senior Counsel at Northern Trust, 2004-2010.

Stephen R. Oliver

Age: 60

  Chief Compliance Officer and Anti-Money Laundering Compliance Officer   Elected by the Board annually, Chief Compliance Officer; since July 2008, and Anti-Money Laundering Officer; since January 2009   Director and Vice President of M&I Distributors, LLC, since 2007; Vice President of M&I Trust and M&I Financial Advisors, Inc., since March 2006.

Board of Directors

The primary responsibility of the Board is to provide oversight of the management of the Funds. The Board is responsible for managing the Funds’ business affairs. During the fiscal year ended August 31, 2011, the Board held eight meetings. The Board has established two standing committees, the Audit Committee and the Nominating and Governance Committee, to which it has delegated certain responsibilities. These Committees are comprised solely of independent directors.

The day-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. The President of the Corporation, or such other person designated by the Board, serves as the chair of the Board meetings. Counsel to the Funds and independent directors attends all Board meetings. The Board is structured to encourage equal participation by all members and to 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. The Board believes that this structure is appropriate in recognition of the historical relationship between the Funds and the Adviser and its affiliates, the assets and number of the Funds overseen by the Board and the nature of the Funds’ investments.

 

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As part of its general oversight responsibilities, the Board, directly and through its Committees, is 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 and 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 and investment strategies and limitations and compliance and regulatory matters. The Board, directly and through its Committees, reviews information from the Adviser, other Fund service providers, the Funds’ independent registered public accounting firm and counsel to the Funds and independent directors to assist it in its oversight responsibilities. The Board reviews the Funds’ performance and meets with the Adviser and Sub-Advisers, as applicable, and the Funds’ portfolio managers. As part of its compliance oversight, the Board receives and reviews the annual report prepared by the Chief Compliance Officer (CCO) as required by Rule 38a-1 under the 1940 Act and quarterly reports regarding the operation of the 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 must be approved by the Board.

The Audit Committee serves to provide an open avenue of communication among the Board, the Funds’ independent registered public accounting firm and the internal accounting staff serving the Funds. The Board has adopted a written charter of the Audit Committee 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 and non-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. Messrs. Armel, Braunschweig, Cutler, Lubs and Mitchell and Ms. Pope (Chair) currently serve as members of the Audit Committee. During the fiscal year ended August 31, 2011, the Audit Committee held four meetings.

The Nominating and Governance Committee oversees the administration of the Corporation’s Governance Guidelines and Procedures. In addition, the Board has adopted a written charter of the Nominating and Governance Committee, pursuant to which the Nominating 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 exist. Shareholders who wish to recommend a nominee may do so by submitting the appropriate information about the candidate to the Corporation’s Secretary. Messrs. Armel (Chair), Braunschweig, Cutler, Lubs and Mitchell and Ms. Pope currently serve as members of the Nominating and Governance Committee. During the fiscal year ended August 31, 2011, the Nominating and Governance Committee held three meetings.

The Board also oversees a Pricing Committee. The Pricing Committee meets as necessary and is comprised of members of the Adviser and UMB Fund Services, Inc. (UMBFS), the Fund’s sub-administrator. The Pricing Committee is responsible for monitoring the valuation of Fund securities and other investments as well as determining the fair value of securities for which market quotations are not readily available, after consideration of all relevant factors, in accordance with the pricing procedures adopted by the Board. Any determinations by the Pricing Committee are subsequently reported to and reviewed by the full Board.

 

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Director Experience and Qualifications

Following is a brief discussion of the experiences and qualifications that led to the conclusion, as of the date of this SAI, that each current Board member should serve as a director of the Corporation. Generally, each director’s professional, business and educational background, judgment, ability to work effectively with the other directors and commitment to act in the best interests of the Funds were considered in determining his or her qualifications to serve on the Board. With respect to each director, the Board considered, among other factors, the following experiences and qualifications:

The Board considered that Mr. Armel has served as a director since 2006, and that he serves as chair of the Nominating and Governance Committee. The Board also considered his professional and financial industry experience serving as an executive, counsel and director of various fund complexes. The Board considered the executive, regulatory, investment and operations experience that Mr. Armel gained over the course of his career and through his financial industry experience.

The Board considered that Mr. Blaser has served as a director and President of the Corporation since 1999 and Vice President of the Adviser and M&I Trust since 1998. The Board also considered his professional and financial industry experience serving as chief financial officer for various fund complexes. The Board considered the audit, executive, financial, investment and operations experience that Mr. Blaser gained over the course of his career and through his financial industry experience. The Board also considered that because of Mr. Blaser’s positions with the Adviser and M&I Trust, he is involved in the day-to-day management of the Adviser and the Corporation.

The Board considered that Mr. Braunschweig has served as a director of the Corporation since 2009. The Board considered his professional experience serving in various executive positions with CPL Industries, Inc. and his auditing experience. The Board also considered Mr. Braunschweig’s experience serving as an executive and director of a private charitable foundation. The Board considered the audit, executive, financial and operations experience that Mr. Braunschweig gained over the course of his career.

The Board considered Ms. Costello’s professional experience serving in various positions with BMO entities since 1983, including her most recent appointment as CEO of BMO Financial Corp. and U.S. Country Head. The Board also considered the executive, financial, and operations experience that Ms. Costello gained over the course of her career and through her financial industry experience. The Board also considered that because of Ms. Costello’s positions with BMO, she is involved in the day-to-day management of the Adviser’s parent organization and has responsibility for overseeing the operational transitions following BMO’s acquisition of Marshall & Ilsley Corporation.

The Board considered that Mr. Cutler has served as a director of the Corporation since 2004. The Board considered his professional experience serving in various executive positions with large health insurance companies, including most recently as Chairman, CEO and President of USHEALTH Group, Inc. The Board also considered the executive, financial, and operations experience that Mr. Cutler gained over the course of his career.

The Board considered that Mr. Lubs has served as a director of the Corporation since 2004. The Board considered his professional experience serving in various executive positions with Mason Companies, Inc. Mr. Lubs also serves as a trustee of Third Order of St. Francis Foundation and of North Bay Trading Co. The Board also considered the executive, financial and operations experience that Mr. Lubs gained over the course of his career.

The Board considered that Mr. Mitchell has served as a director of the Corporation since 1999. The Board considered his professional experience serving in various executive positions, including most recently as Chief Executive Officer of NOG, Inc. The Board also considered the executive, financial and operations experience that Mr. Mitchell gained over the course of his career.

 

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The Board considered that Ms. Pope has served as a director of the Corporation since 1999, and that she serves as chair of the Audit Committee. The Board considered her professional experience serving as President of Barbara J. Pope, P.C. and President of Sedgwick Street Fund LLC, as well as her experience as a tax partner at an accounting firm. The Board also considered the executive, financial and investment experience that Ms. Pope gained over the course of her career.

References to the experience and qualifications of the directors of the Corporation are pursuant to requirements of the SEC, do not constitute holding out the Board or any director as having any special expertise and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.

Compensation of Directors

With respect to fiscal 2011, the Corporation paid each independent director an aggregate annual retainer of $50,000. The Corporation does not pay any fees to its interested directors or officers. 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, 2011.

 

Name

   Aggregate
Compensation
from the
Corporation (1)
     Total Compensation
from  the Corporation
and Fund Complex
Paid to Directors (1)
 

Larry D. Armel

   $ 50,000       $ 50,000   

Ridge A. Braunschweig

   $ 50,000       $ 50,000   

Benjamin M. Cutler

   $ 50,000       $ 50,000   

John A. Lubs

   $ 50,000       $ 50,000   

James Mitchell

   $ 50,000       $ 50,000   

Barbara J. Pope

   $ 50,000       $ 50,000   

 

(1)  

The BMO Funds Complex currently offers 23 Funds. Each Fund pays an equal portion of the total compensation received by each independent director. Dividend Income, Pyrford International Stock, Pyrford Global Strategic Return and Monegy High Yield Bond had not commenced operations prior to August 31, 2011, and, therefore, did not pay any share of the total annual fees paid to the Independent Directors.

Board Ownership of Shares in the Fund and in the BMO Funds as of September 30, 2011.

 

Name of Director (1)

  

Fund Name

  

Dollar Range of
Shares Owned in
Fund*

  

Aggregate Dollar
Range of Shares
Owned in BMO Funds

Larry D. Armel

Independent Director

  

BMO Large-Cap Value Fund

BMO Mid-Cap Value Fund

BMO Prime Money Market Fund

  

$50,001-$100,000

$50,001-$100,000

$1-$10,000

   over $100,000

John M. Blaser

Interested Director

  

BMO Aggregate Bond Fund

BMO Intermediate Tax-Free Fund

BMO Large-Cap Growth Fund

BMO Large-Cap Value Fund

BMO Mid-Cap Growth Fund

BMO Mid-Cap Value Fund

BMO Prime Money Market Fund

BMO Short-Intermediate Bond Fund

BMO Small Cap Growth Fund

BMO Tax-Free Money Market Fund

BMO Ultra Short Tax-Free Fund

  

$10,001-$50,000

over $100,000

$10,001-$50,000

over $100,000

$10,001-$50,000

$50,001-$100,000

$10,001-$50,000

$10,001-$50,000

$50,001-$100,000

$50,001-$100,000

over $100,000

   over $100,000

 

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Name of Director (1)

  

Fund Name

  

Dollar Range of
Shares Owned in
Fund*

  

Aggregate Dollar
Range of Shares
Owned in BMO Family of
Investment Companies

Ridge A. Braunschweig

Independent Director

  

BMO Mid-Cap Value Fund

BMO Prime Money Market Fund

BMO Small Cap Growth Fund

BMO Tax-Free Money Market Fund

BMO Ultra Short Tax-Free Fund

  

$50,001-$100,000

$10,001-$50,000

over $100,000

$10,001-$50,000

$50,001-$100,000

   over $100,000

Benjamin M. Cutler

Independent Director

   BMO Prime Money Market Fund    over $100,000    over $100,000

John A. Lubs

Independent Director

  

BMO Large-Cap Growth Fund

BMO Large-Cap Value Fund

BMO Mid-Cap Growth Fund

BMO Mid-Cap Value Fund

BMO Small-Cap Growth Fund

  

$10,001-$50,000

$10,001-$50,000

$10,001-$50,000

$10,001-$50,000

$10,001-$50,000

   over $100,000

James Mitchell

Independent Director

  

BMO Lloyd George Emerging Markets Equity Fund

BMO Mid-Cap Growth Fund

BMO Mid-Cap Value Fund

BMO Prime Money Market Fund

BMO Small Cap Growth Fund

BMO Tax-Free Money Market Fund

BMO Ultra-Short Tax-Free Fund

  

$50,001-$100,000

over $100,000

over $100,000

$50,001-$100,000

over $100,000

over $100,000

over $100,000

   over $100,000

Barbara J. Pope

Independent Director

  

BMO Large-Cap Growth Fund

BMO Mid-Cap Growth Fund

BMO Mid-Cap Value Fund

BMO Prime Money Market Fund

BMO Small Cap Growth Fund

BMO Tax-Free Money Market Fund

  

$50,001-$100,000

$50,001-$100,000

$10,001-$50,000

$10,001-$50,000

$10,001-$50,000

$1-$10,000

   over $100,000
Ellen M. Costello (2) Interested Director    N/A    none    none

 

(1)  

Dollar range of shares owned in any Fund that is not identified in this table is “None.”

(2)  

Ms. Costello was elected to the Board effective September 1, 2011.

INFORMATION ABOUT THE ADVISER AND SUB-ADVISERS

Adviser to the Funds

The Funds’ investment adviser is M&I Investment Management Corp., a Wisconsin corporation headquartered in Milwaukee, Wisconsin. The Adviser conducts investment research and makes investment decisions for the Funds, except for Pyrford International Stock, Lloyd George Emerging Markets Equity, Pyrford Global Strategic Return, TCH Corporate Income, TCH Core Plus Bond and Monegy High Yield Bond for which the Adviser performs oversight of the Funds’ Sub-Advisers as described below. The Adviser provides investment management services for investment companies, financial institutions, individuals, corporations and not-for-profit organizations, and is registered as an investment adviser with the SEC. The Adviser shall not be liable to the Corporation, the Funds, or any shareholder of a Fund for any losses that may be sustained in the purchase, holding, or sale of any security, or for anything done or omitted by it, except acts or omissions involving willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed upon it by its contract with the Corporation. Because of the internal controls maintained by the Adviser’s

 

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affiliates to restrict the flow of non-public information, Fund investments are typically made without any knowledge of the lending relationships that affiliates of the Adviser may have. The control persons of the Adviser are described in the Adviser’s Uniform Application for Investment Adviser Registration (Form ADV) as filed with the SEC.

As compensation for its advisory services under the investment advisory agreement with the Corporation, each Fund pays the Adviser, on a monthly basis, an annual management fee based on the percentage of the average daily net assets of the Fund (ADNA) as follows:

 

Fund

   Annual Fee as %
of ADNA
 

Large-Cap Value

     0.75

Dividend Income

     0.50   

Large-Cap Growth

     0.75   

Large-Cap Focus

     0.50   

Mid-Cap Value

     0.75   

Mid-Cap Growth

     0.75   

Small-Cap Value

     0.75   

Small-Cap Growth

     1.00   

Pyrford International Stock

     0.80   

Lloyd George Emerging Markets Equity

     0.90   

Pyrford Global Strategic Return

     0.80   

Ultra Short Tax-Free

     0.20   

Short-Term Income

     0.20   

Short-Intermediate Bond

     0.40   

Intermediate Tax-Free

     0.30   

Government Income

     0.40   

TCH Corporate Income

     0.25   

Aggregate Bond

     0.40   

TCH Core Plus Bond

     0.25   

Monegy High Yield Bond

     0.50   

Government Money Market

     0.20   

Tax-Free Money Market

     0.20   

Prime Money Market

     0.15   

The Funds and the Adviser have implemented a fee reduction schedule for the investment advisory fees charged to the Funds (excluding Small-Cap Value , Small-Cap Growth and Monegy High Yield Bond ). The advisory fees are subject to the breakpoints listed in the following table:

 

     Advisory Fee (as % of each Fund’s ADNA)  

Fund

   on the first
$500  million
    on the next
$200  million
    on the next
$100  million
    in excess of
$800  million
 

Large-Cap Value

     0.75     0.74     0.70     0.65

Dividend Income

     0.50        0.49        0.45        0.40   

Large-Cap Growth

     0.75        0.74        0.70        0.65   

Large-Cap Focus

     0.50        0.49        0.45        0.40   

Mid-Cap Value

     0.75        0.74        0.70        0.65   

Mid-Cap Growth

     0.75        0.74        0.70        0.65   

Pyrford International Stock

     0.80        0.79        0.75        0.70   

Lloyd George Emerging Markets Equity

     0.90        0.89        0.85        0.80   

Pyrford Global Strategic Return

     0.80        0.79        0.75        0.70   

Ultra Short Tax-Free

     0.20        0.19        0.10        0.10   

Short-Term Income

     0.20        0.19        0.10        0.10   

Short-Intermediate Bond

     0.40        0.39        0.30        0.25   

 

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     Advisory Fee (as % of each Fund’s ADNA)  

Fund

   on the first
$500  million
    on the next
$200  million
    on the next
$100  million
    in excess of
$800  million
 

Intermediate Tax-Free

     0.30     0.29     0.20     0.15

Government Income

     0.40        0.39        0.30        0.25   

TCH Corporate Income

     0.25        0.24        0.15        0.10   

Aggregate Bond

     0.40        0.39        0.30        0.25   

TCH Core Plus Bond

     0.25        0.24        0.15        0.10   

The advisory fees for the Money Market Funds are subject to the breakpoints listed in the following table:

 

     Advisory Fee (as % of each Fund’s ADNA)  

Fund

   on the first
$2 billion
    on the next
$2 billion
    on the next
$2 billion
    on the next
$2 billion
    in excess of
$8 billion
 

Government Money Market

     0.200     0.185     0.170     0.155     0.140

Tax-Free Money Market

     0.200        0.185        0.170        0.155        0.140   

Prime Money Market

     0.150        0.135        0.120        0.105        0.090   

The Adviser has agreed to waive or reduce its investment advisory fee or reimburse expenses to the extent necessary to prevent class total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of a Fund’s business and Acquired Fund Fees and Expenses) from exceeding the percentage of the average daily net assets of each class of the following Funds (the “Expense Limit”), as set forth below. The Adviser may not terminate this arrangement prior to July 6, 2013, except Dividend Income, Pyrford International Stock, Pyrford Global Strategic Return and Monegy High Yield Bond , unless the investment advisory agreement is terminated. For Dividend Income, Pyrford International Stock, Pyrford Global Strategic Return and Monegy High Yield Bond , the Adviser may not terminate this arrangement prior to December 29, 2012 unless the advisory agreement is terminated.

 

Fund

   Expense Limit  

BMO Large-Cap Value Fund

  

Investor Class

     1.24

Institutional Class

     0.99   

BMO Dividend Income Fund

  

Investor Class

     0.90   

Institutional Class

     0.65   

BMO Large-Cap Growth Fund

  

Investor Class

     1.24   

Institutional Class

     0.99   

BMO Large-Cap Focus Fund

  

Investor Class

     0.90   

Institutional Class

     0.65   

BMO Mid-Cap Value Fund

  

Investor Class

     1.24   

Institutional Class

     0.99   

BMO Mid-Cap Growth Fund

  

Investor Class

     1.24   

Institutional Class

     0.99   

BMO Small-Cap Value Fund

  

Investor Class

     1.24   

Institutional Class

     0.99   

 

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Fund

   Expense Limit  

BMO Small-Cap Growth Fund

  

Investor Class

     1.44

Institutional Class

     1.19   

BMO Pyrford International Stock Fund

  

Investor Class

     1.45   

Institutional Class

     1.20   

BMO Lloyd George Emerging Markets Equity Fund

  

Investor Class

     1.50   

Institutional Class

     1.25   

BMO Pyrford Global Strategic Return Fund

  

Investor Class

     1.24   

Institutional Class

     0.99   

BMO Ultra Short Tax-Free Fund

  

Investor Class

     0.55   

Institutional Class

     0.30   

BMO Short-Term Income Fund

  

Investor Class

     0.60   

Institutional Class

     0.35   

BMO Short-Intermediate Bond Fund

  

Investor Class

     0.80   

Institutional Class

     0.55   

BMO Intermediate Tax-Free Fund

  

Investor Class

     0.55   

Institutional Class

     0.50   

BMO Government Income Fund

  

Investor Class

     0.80   

Institutional Class

     0.55   

BMO TCH Corporate Income Fund

  

Investor Class

     0.80   

Institutional Class

     0.55   

BMO Aggregate Bond Fund

  

Investor Class

     0.80   

Institutional Class

     0.55   

BMO TCH Core Plus Bond Fund

  

Investor Class

     0.80   

Institutional Class

     0.55   

BMO Monegy High Yield Bond Fund

  

Investor Class

     0.90   

Institutional Class

     0.65   

BMO Government Money Market Fund

  

Investor Class

     0.45   

Institutional Class

     0.20   

BMO Tax-Free Money Market Fund

  

Investor Class

     0.45   

Institutional Class

     0.20   

BMO Prime Money Market Fund

  

Investor Class

     0.45   

Institutional Class

     0.20   

 

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In addition, the Adviser may voluntarily waive any portion of its management fee for a Fund. Any such voluntary waivers by the Adviser may be terminated at any time in the Adviser’s sole discretion.

For the fiscal periods ended August 31, 2011, 2010 and 2009, the Adviser was entitled to receive the management fees shown below. During those same periods, the Adviser and/or its affiliates voluntarily waived or reimbursed the amounts shown below. No management fee information is provided for Dividend Income, Pyrford International Stock, Global Strategic or Monegy High Yield Bond because these Funds were not offered for sale prior to the date of this SAI.

 

     Management Fee/Fees Waived and Expenses Reimbursed
     For the Fiscal Year Ended August 31

Fund

   2011    2010    2009

Large-Cap Value

   $1,326,226/$86,258    $1,418,424/$107,603    $1,417,153/$0

Large-Cap Growth

   $1,456,360/$89,103    $1,306,040/$121,625    $1,129,059/$0

Large-Cap Focus

   $263,396/$171,333    N/A    N/A

Mid-Cap Value

   $2,034,833/$50,160    $1,796,898/$95,430    $1,438,741/$0

Mid-Cap Growth

   $2,037,346/$9,103    $1,604,163/$80,635    $1,273,351/$0

Small-Cap Value ( 1 )

   $100,341/$76,309    N/A    N/A

Small-Cap Growth

   $5,392,313/$120,833    $3,298,329/$232,048    $2,041,430/$0

Lloyd George Emerging Markets Equity ( 2 )

   $683,757/$249,671    $584,425/$297,122    $170,366/$216,810

Ultra Short Tax-Free ( 3 )

   $685,571/$352,077    $300,086/$241,806    N/A

Short-Term Income

   $247,788/$217,085    $229,245/$227,415    $176,562/$238,130

Short-Intermediate Bond

   $667,363/$221,684    $705.216/$246,953    $782,888/$276,136

Intermediate Tax-Free

   $1,798,206/$473,335    $1,561,093/$789,335    $626,963/$366,044

Government Income

   $1,229,480/$384,428    $1,696,641/$447,479    $2,052,378/$511,390

TCH Corporate Income ( 2 )

   $190,169/$59,621    $105,063/$126,112    $26,867/$112,971

Aggregate Bond

   $1,537,272/$149,770    $1,085,081/$253,203    $917,301/$268,011

TCH Core Plus Bond ( 2 )

   $214,324/$36,983    $168,410/$117,197    $65,205/$83,104

Government Money Market

   $1,089,675/$1,191,723    $1,549,651/$684,702    $2,131,534/$786,606

Tax-Free Money Market

   $1,885,833/$823,786    $1,880,660/$826,835    $1,823,490/$743,298

Prime Money Market

   $5,311,837/$1,596,408    $5,993,049/$443,914    $7,267,651/$149,333

 

(1)  

The fees shown in 2011 for Small-Cap Value are for the period from March 1, 2011, the date on which the Fund commenced operations, to August 31, 2011, the end of the Fund’s fiscal year.

(2)  

The fees shown in 2009 for each of Lloyd George Emerging Markets Equity, TCH Corporate Income and TCH Core Plus Bond are for the fiscal period from December 23, 2008, the date on which each Fund commenced operations, to August 31, 2009, the end of each Fund’s fiscal year.

(3)  

The fees shown in 2010 for Ultra Short Tax-Free are for the period from October 1, 2009, the date on which the Fund commenced operations, to August 31, 2010, the end of the Fund’s fiscal year.

Sub-Advisers to Pyrford International Stock, Lloyd George Emerging Markets Equity, Pyrford Global Strategic Return, TCH Corporate Income, TCH Core Plus Bond and Monegy High Yield Bond

It is the Adviser’s responsibility to select sub-advisers for Pyrford International Stock, Lloyd George Emerging Markets Equity, Pyrford Global Strategic Return, TCH Corporate Income, TCH Core Plus Bond and Monegy High Yield Bond and to review each Sub-Adviser’s performance. Pyrford is the sub-adviser to Pyrford International Stock and Pyrford Global Strategic Return . LGM(HK) is the sub-adviser to Lloyd George Emerging Markets Equity . TCH is the sub-adviser to TCH Corporate Income and TCH Core Plus Bond . Monegy is the sub-adviser to Monegy High Yield Bond . The Adviser provides investment management evaluation services by performing initial due diligence on each Sub-Adviser and thereafter by monitoring the Sub-Advisers’ performance through quantitative and qualitative analysis, as well as periodic in-person,

 

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telephonic and written consultations. In evaluating the Sub-Advisers, the Adviser considers, among other factors, their level of expertise; relative performance and consistency of performance over a minimum period of time; level of adherence to investment discipline or philosophy; personnel, facilities and financial strength; and quality of service and client communications. The Adviser has the responsibility for communicating performance expectations and evaluations to the Sub-Advisers and ultimately recommending to the Corporation’s Board whether their sub-advisory agreements should be renewed, modified or terminated. The Adviser provides written reports to the Board regarding the results of its evaluation and monitoring functions. The Adviser is also responsible for conducting all operations of the Funds, except those operations contracted to the Sub-Advisers, the custodian, the transfer agent and the administrator. Although the Sub-Advisers’ activities are subject to oversight by the Board and officers of the Corporation, neither the Board, the officers, nor the Adviser evaluates the investment merits of the Sub-Advisers’ individual security selections. The Sub-Advisers have complete discretion to purchase, manage and sell portfolio securities for their respective Funds, subject to the Fund’s investment objective, policies and limitations. The control persons of each Sub-Adviser are described in each Sub-Adviser’s Form ADV as filed with the SEC.

Pyrford is a registered investment adviser that is a wholly-owned subsidiary of the Bank of Montreal Capital Markets (Holdings) Ltd, a BMO Financial Group company. As part of BMO’s private client group, Pyrford provides wealth management services to clients in North America, the Middle East, UK and Europe. Pyrford’s address is 79 Grosvenor Street, London, U.K. For its services to each of Pyrford International Stock and Pyrford Global Strategic Return , the Adviser pays Pyrford a fee at the rate of forty percent (40%) of the gross advisory fee received by the Adviser.

LGM(HK) is an investment advisory firm founded in 1991 that specializes in Asia Pacific and global emerging market equities and provides investment management services to pension funds, foundations, government organizations, high net worth individuals, hedge funds and other funds sponsored by its parent Lloyd George Management (B.V.I.) Limited (LGM). LGM(HK) is a wholly-owned subsidiary of LGM and an indirect wholly-owned subsidiary of BMO. LGM(HK)’s address is Suite 3808, One Exchange Square Central, Hong Kong, Hong Kong. For its services to Lloyd George Emerging Markets Equity , LGM(HK), a registered investment adviser, receives a fee at the annual rate of forty percent (40%) of the gross advisory fee received by the Adviser.

TCH is a Delaware limited liability company and an investment adviser registered with the SEC. TCH provides investment management services to investment companies, pension and profit sharing plans, state or municipal government entities, corporations, charitable organizations and individuals. TCH is a majority-owned subsidiary of the Adviser. For its services to TCH Corporate Income and TCH Core Plus Bond , TCH receives a fee at the annual rate of 0.25% of each Fund’s average daily net assets for Fund assets of $500 million or less; 0.24% for the next $200 million; 0.15% for the next $100 million and 0.10% for assets in excess of $800 million.

Monegy is a registered investment adviser that provides investment management services to institutional investors in the United States, Canada and Australia and has been an investment adviser since 1999. Monegy is owned by Harris Investment Management, Inc. Harris Investment Management, Inc. is a wholly-owned subsidiary of BMO Bankcorp, Inc., which is wholly owned by BMO Financial Corp. BMO Financial Corp. is wholly owned by BMO. Monegy’s address is 302 Bay Street, 12th Floor, Toronto, ON, Canada M5X 1A1. For its services to Monegy High Yield Bond , the Adviser pays Monegy a fee at the rate of forty percent (40%) of the gross advisory fee received by the Adviser.

All fees of the Sub-Advisers are paid by the Adviser. BMO is the ultimate parent company of the Adviser, Pyrford, LGM(HK), TCH and Monegy. Accordingly, the Adviser, Pyrford, LGM(HK), TCH and Monegy are affiliates.

 

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PORTFOLIO MANAGERS

Other Accounts Managed by Portfolio Managers of the Funds

As described in the Funds’ Prospectus, the portfolio managers listed below are responsible for the day-to-day management of the Funds. With respect to the Funds for which one portfolio manager is listed in the following table, such portfolio manager is solely responsible for the day-to-day management of the Fund and is primarily responsible for the day-to-day management of the other accounts set forth in the table. In the case of the Funds for which more than one portfolio manager is listed in the following table, such portfolio managers are jointly responsible for the day-to-day management of the applicable Fund and the other accounts are generally managed jointly with the other portfolio manager(s). Unless noted otherwise, none of the mutual fund clients listed in the table pays a performance-based fee to the Adviser or Sub-Advisers.

 

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Other Accounts Managed by the Portfolio Managers

As of August 31, 2011

 

    Other Registered
Investment Companies
Managed by Portfolio
Manager
    Other Pooled Investment Vehicle
Managed by Portfolio Manager
    Other Accounts Managed by
Portfolio Manager
 

Fund/Portfolio Manager

  Number     Total Assets ($)     Number     Total Assets ($)     Number with
Performance-
Based Fees
    Total Assets of
Pooled
Investment
Vehicles with
Performance-
Based Fees ($)
    Number     Total Assets ($)     Number with
Performance-
Based Fees
    Total Assets of
Accounts with
Performance-
Based Fees ($)
 

Large-Cap Value

                   

Daniel P. Brown

    —          —          1        75 million        —          —          723        551 million        —          —     

Dividend Income

                   

Daniel P. Brown (1)

    —          —          1        73 million        —          —          726        552 million        —          —     

Large-Cap Growth

                   

Alan K. Creech

    —          —          —          —          —          —          —          —          —          —     

Robert G. Cummisford

    —          —          —          —          —          —          —          —          —          —     

Large-Cap Focus

                   

Carla Goldsmith

    —          —          —          —          —          —          13        1.205 million        —          —     

Marla Ryan

    —          —          —          —          —          —          13        1.205 million        —          —     

Brenda Cullen

    —          —          —          —          —          —          13        1.205 million        —          —     

Mid-Cap Value

                   

Matthew B. Fahey

    —          —          —          —          —          —          51        66 million        —          —     

Gregory S. Dirkse

    —          —          —          —          —          —          51        66 million        —          —     

Brian J. Janowski

    —          —          —          —          —          —          51        66 million        —          —     

Mid-Cap Growth

                   

Kenneth S. Salmon

    —          —          —          —          —          —          123        266 million        —          —     

Patrick M. Gundlach

    —          —          —          —          —          —          123        266 million        —          —     

Small-Cap Value

                   

Matthew B. Fahey

    —          —          —          —          —          —          51        66 million        —          —     

Gregory S. Dirkse

    —          —          —          —          —          —          51        66 million        —          —     

Brian J. Janowski

    —          —          —          —          —          —          51        66 million        —          —     

Small-Cap Growth

                   

Kenneth S. Salmon

    —          —          —          —          —          —          123        266 million        —          —     

Patrick M. Gundlach

    —          —          —          —          —          —          123        266 million        —          —     

Pyrford International Stock

                   

Bruce Campbell (Pyrford) (1 )

    1        19 million        7        1.063 billion        —          —          27        2.348 billion        —          —     

Tony Cousins (Pyrford) (1 )

    1        19 million        7        1.063 billion        —          —          27        2.348 billion        —          —     

Paul Simons (Pyrford) (1 )

    1        19 million        7        1.063 billion        —          —          27        2.348 billion        —          —     

Daniel McDonagh (Pyrford) (1)

    1        19 million        7        1.063 billion        —          —          27        2.348 billion        —          —     

Lloyd George Emerging Markets Equity

                   

Robert Lloyd George (Lloyd George) (1)

    —          —          7        198 million        7        198 million        2        4 million        —          —     

Irina Hunter (Lloyd George) (1)

    —          —          —          53 million        1        53 million        —          —          —          —     

 

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    Other Registered
Investment Companies
Managed by Portfolio
Manager
    Other Pooled Investment Vehicle
Managed by Portfolio Manager
    Other Accounts Managed by
Portfolio Manager
 

Fund/Portfolio Manager

  Number     Total Assets ($)     Number     Total Assets ($)     Number with
Performance-
Based Fees
    Total Assets of
Pooled
Investment
Vehicles with
Performance-
Based Fees ($)
    Number     Total Assets ($)     Number with
Performance-
Based Fees
    Total Assets of
Accounts with
Performance-
Based Fees ($)
 

Pyrford Global Strategic Return

                   

Bruce Campbell (Pyrford) (1)

    1        19 million        7        1.063 billion                      27        2.348 billion                 

Tony Cousins (Pyrford) (1)

    1        19 million        7        1.063 billion                      27        2.348 billion                 

Paul Simons (Pyrford) (1)

    1        19 million        7        1.063 billion                      27        2.348 billion                 

Daniel McDonagh (Pyrford) (1)

    1        19 million        7        1.063 billion                      27        2.348 billion                 

Suhail Arain (Pyrford) (1)

    1        19 million        7        1.063 billion                      27        2.348 billion                 

Ultra Short Tax-Free

                   

Craig J. Mauermann

    —          —          —          —          —          —          4        140 million        —          —     

Duane A. McAllister

    —          —          3     126 million        —          —          230        1.05 billion        —          —     

Short-Term Income

                   

Vincent S. Russo

    —          —          —          —          —          —          39        689 million        —          —     

Short-Intermediate Bond

                   

Jason D. Weiner

    —          —          —          —          —          —          46        898 million        —          —     

Intermediate Tax-Free

                   

John D. Boritzke

    —          —          3     126 million        —          —          230        1.05 billion        —          —     

Duane A. McAllister

    —          —          3     126 million        —          —          230        1.05 billion        —          —     

Government Income

                   

Jason D. Weiner

    —          —          —          —          —          —          46        898 million        —          —     

TCH Corporate Income

                   

Tere Alvarez Canida (TCH)

    1        —          —          —          —          —          64        6.8 billion        —          —     

Alan M. Habacht (TCH)

    1        —          —          —          —          —          64        6.8 billion        —          —     

William J. Canida (TCH)

    1        —          —          —          —          —          64        6.8 billion        —          —     

Aggregate Bond

                   

Jason D. Weiner

    —          —          —          —          —          —          46        898 million        —          —     

TCH Core Plus Bond

                   

Tere Alvarez Canida (TCH)

    1        73 million                                    64        6.8 billion                 

Alan M. Habacht (TCH)

    1        73 million                                    64        6.8 billion                 

William J. Canida (TCH)

    1        73 million                                    64        6.8 billion                 

Monegy High Yield Bond

                   

Sadhana Valia (Monegy) (1)

    1        52 million        3        238 million                      5        1.588 million                 

Lori Marchildron (Monegy) (1)

    1        52 million        2        66 million                                             

Ovidiu Sandu (Monegy) (1)

    1        52 million                                                           

 

(1)  

As of November 30, 2011.

 

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Conflicts of Interest

A conflict of interest may arise as a result of a portfolio manager being responsible for multiple accounts, including the Funds, which may have different investment guidelines and objectives. In addition to the Funds, these accounts may include other mutual funds managed on an advisory or subadvisory basis, separate accounts and collective trust accounts. An investment opportunity may be suitable for a Fund as well as for any of the other managed accounts. However, the investment may not be available in sufficient quantity for all of the accounts to participate fully. In addition, there may be limited opportunity to sell an investment held by a Fund and the other accounts. The other accounts may have similar investment objectives or strategies as the Funds, they may track the same benchmarks or indexes as the Funds track, and they may sell securities that are eligible to be held, sold or purchased by the Funds. A portfolio manager may be responsible for accounts that have different advisory fee schedules, which may create the incentive for the portfolio manager to favor one account over another in terms of access to investment opportunities. A portfolio manager also may manage accounts whose investment objectives and policies differ from those of the Funds, which may cause the portfolio manager to effect trading in one account that may have an adverse effect on the value of the holdings within another account, including a Fund.

To address and manage these potential conflicts of interest, each of the Adviser, Pyrford, LGM(HK), TCH and Monegy has adopted compliance policies and procedures to allocate investment opportunities and to ensure that each of their clients is treated on a fair and equitable basis. Such policies and procedures include, but are not limited to, trade allocation and trade aggregation policies, cross trading policies, portfolio manager assignment practices and oversight by investment management and/or compliance departments.

Compensation of Portfolio Managers

Adviser

Compensation for the Adviser’s portfolio managers generally consists of a base salary, a performance bonus and an annual incentive bonus. A portfolio manager’s base salary is generally a fixed amount based on his or her level of experience and responsibilities in accordance with industry standards and competitive factors. A portfolio manager’s performance bonus is determined primarily in relation to the pre-tax investment performance of the accounts, including the Funds, under his or her management. Performance is measured relative to the long- and short-term performance of an index assigned to each fund and account, measured on a one- and three-year basis, with greater weight given to long-term performance. With respect to the portion of compensation received for managing the Fund, each portfolio manager’s performance is measured against the index set forth in the following table:

 

Fund

  

Index

BMO Large-Cap Value

   Lipper Large Cap Value Funds Index

BMO Large-Cap Growth

   Lipper Large-Cap Growth Funds Index

BMO Dividend Income

  

Lipper Equity Income Index

BMO Large-Cap Focus

   Lipper Large-Cap Core Funds Index

BMO Mid-Cap Value

   Lipper Mid-Cap Value Funds Index

BMO Mid-Cap Growth

   Lipper Mid-Cap Growth Funds Index

BMO Small-Cap Value

   Lipper Small-Cap Funds Index

BMO Small-Cap Growth

   Lipper Small-Cap Growth Funds Index

BMO Ultra Short Tax-Free

   Blend of 50% Barclays Capital 1-Year Municipal Bond Index and 50% iMoney Tax Free National Retail Index

BMO Short-Term Income

   Lipper Short-Term Investment Grade Debt Funds Index

BMO Short-Intermediate Bond

   Lipper Short/Intermediate Investment Grade Debt Funds Index

BMO Intermediate Tax-Free

   Lipper Intermediate Municipal Debt Funds Index

BMO Government Income

   Lipper U.S. Mortgage Funds Index

BMO Aggregate Bond

   Lipper Intermediate Investment Grade Debt Funds Index

 

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In addition, portfolio managers are eligible to participate in a bonus pool, which is based on the percentage of revenues generated by the assets managed by the Adviser. Payments under the bonus pool are discretionary as determined by the Adviser’s Chief Investment Officer and Director of Equity Research or Director of Fixed Income Research, as applicable. The Chief Investment Officer also may authorize additional incentive compensation to certain portfolio managers who provide significant assistance to the Adviser in creating new institutional investor relationships. In order to attract and retain experienced and talented individuals, the Adviser also may offer certain portfolio managers perquisites, such as reimbursement of club membership dues. Portfolio managers are also eligible to participate in broad-based plans offered generally to the Adviser’s employees, including broad-based retirement, 401(k), health and other employee benefit plans.

Pyrford

Compensation for Pyrford’s portfolio managers consists of basic remuneration, which is benchmarked to the external marketplace to ensure it remains competitive. In addition, investment personnel have a proportion of their remuneration, over and above base salary, tied to the investment performance of client accounts. The formula for each professional varies according to their level of portfolio responsibility and seniority. Investment professionals may also receive bonuses of restricted share units or other units linked to the performance of BMO or Pyrford.

LGM(HK)

Compensation for LGM(HK)’s portfolio managers consists of three components: (1) competitive base salary; (2) discretionary bonus; and (3) long-term incentive program (deferred stock units and/or stock options of BMO). Each portfolio manager’s discretionary bonus is based on the performance of his or her portfolios, as well as his or her contribution to the team as a whole and the overall financial success of the firm. The long-term incentive program is structured so that portfolio managers earn an allocation tied to the firm’s results. This program has a rolling vesting feature designed to provide continuity within the senior professional group.

TCH

Compensation for TCH’s portfolio managers includes an annual base salary with an additional bonus based on the profits of the company. The portfolio managers’ compensation is not based on the performance of the individual Funds. Compensation is not directly based on the value of assets held in the Funds’ portfolios.

Monegy

Compensation for Monegy’s portfolio managers consists of three components: (1) base salary; (2) short-term incentive program (annual bonus); and (3) long-term incentive program (deferred stock units and/or stock options of BMO). Each individual’s annual bonus combines individual contribution with overall firm performance, and the High Yield Team’s bonus pool is funded by a portion of its before-tax profits. Portfolio manager compensation is tied to performance of the composites relative to their respective benchmarks as well as to the overall growth of assets under management.

The compensation program has a dual mandate to align the investment team’s interests with those of the client, and to attract and retain high caliber investment professionals. Senior management relies on Human Resources professionals to conduct periodic industry surveys, typically on an annual basis, to determine appropriate market levels of base and total compensation for all investment professionals.

With respect to any perceived conflicts of interest relating to the payment model, the risk management focus of the investment process drives all key decision making. Likewise, individual compensation is weighted more toward long term profit from fee-based client relationships than it is on short term performance, which further motivates the team to achieve stable long-term fee-based relationships through consistent benchmark outperformance and capital preservation. Finally, the deferred equity-linked component of the incentive compensation plan promotes a long-term interest in firm value.

 

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Ownership of Fund Shares by Portfolio Managers

As of August 31, 2011, the portfolio managers beneficially owned shares of the Funds they manage having a value within the range shown below. No information is provided for Dividend Income, Pyrford International Stock, Pyrford Global Strategic Return or Monegy High Yield Bond because these Funds were not offered for sale prior to the date of this SAI.

 

Fund/Portfolio Manager

   Dollar Range of Shares Owned

Large-Cap Value

  

Daniel P. Brown

   $100,001 – $500,000

Large-Cap Growth

  

Alan K. Creech

   $100,001 – $500,000

Robert G. Cummisford

   $100,001 – $500,000

Large-Cap Focus

  

Carl Goldsmith

   None

Marla Ryan

   None

Brenda Cullen

   None

Mid-Cap Value

  

Matthew B. Fahey

   $100,001 – $500,000

Gregory S. Dirkse

   $50,001 – $100,000

Brian J. Janowski

   $10,001 – $50,000

Mid-Cap Growth

  

Kenneth S. Salmon

   $100,001 – $500,000

Patrick M. Gundlach

   $100,001 – $500,000

Small-Cap Value

  

Matthew B. Fahey

   $10,001 – $50,000

Gregory S. Dirkse

   None

Brian J. Janowski

   None

Small-Cap Growth

  

Kenneth S. Salmon

   None

Patrick M. Gundlach

   $50,001 – $100,000

Lloyd George Emerging Markets Equity

  

Robert Lloyd George (LGM (HK))*

   None

Irina Hunter (LGM (HK))*

   None

Ultra Short Tax-Free

  

Craig J. Mauermann

   None

Duane A. McAllister

   None

Short-Term Income

  

Vincent S. Russo

   None

Short-Intermediate Bond

  

Jason D. Weiner

   $100,001 – $500,000

Intermediate Tax-Free

  

John D. Boritzke

   None

Duane A. McAllister

   $10,001 – $50,000

Government Income

  

Jason D. Weiner

   None

TCH Corporate Income

  

Tere Alvarez Canida (TCH)

   None

Alan M. Habacht (TCH)

   None

William J. Canida (TCH)

   None

Aggregate Bond

  

Jason D. Weiner

   None

TCH Core Plus Bond

  

Tere Alvarez Canida (TCH)

   None

Alan M. Habacht (TCH)

   None

William J. Canida (TCH)

   None

 

* Portfolio managers effective December 29, 2011.

 

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VOTING PROXIES ON FUND PORTFOLIO SECURITIES

The Board has delegated the authority to vote proxies relating to the securities held in the Funds’ portfolios to the Adviser and, in the case of Pyrford International Stock, Lloyd George Emerging Markets Equity and Pyrford Global Strategic Return , has authorized the Adviser to delegate its authority to vote proxies to the Sub-Adviser on behalf of the Fund. Due to the Funds’ proposed investments in fixed income securities, the Adviser does not anticipate voting proxies on behalf of the Money Market Funds or Income Funds.

Adviser’s Proxy Voting Policies and Procedures

Proxy Voting Policies

The Adviser’s general policy is to cast proxy votes in a manner that, in the best judgment of the Adviser, is in the best economic interests of the Adviser’s clients with respect to the potential economic return on the clients’ investments. Generally, this will mean voting for proposals that the Adviser believes will improve the management of a company; increase the rights or preferences of the voted securities; and/or increase the chance that a premium offer would be made for the company or for the voted securities.

The following examples illustrate how these general policies may apply to proposals submitted to a company’s shareholders for vote. However, whether the Adviser supports or opposes a proposal will always depend on the specific circumstances described in the proxy statement and other available information.

On routine matters, generally the Adviser will vote in accordance with the recommendation of the issuer’s board of directors. Routine matters include, but are not limited to, proposals to approve independent auditors; election of directors in uncontested elections; increases in authorized common shares for stock dividends, stock splits or general issuance, unless proposed as an anti-takeover action; share repurchase programs that institute or renew open market share repurchase programs in which all shareholders may participate on equal terms; and compensation or salary levels for employees and/or directors that appear to be consistent with standard business practices, such as bonus plans, incentive plans, stock option plans, pension and retirement benefits, stock purchase plans, or thrift plans, except that the Adviser will require management to provide substantial justification for repricing of options in order to vote for such proposal.

On matters of corporate governance, generally the Adviser will vote for proposals to permit a simple majority of shareholders to approve acquisitions of a controlling interest of issuers; eliminate classified or staggered boards of directors; eliminate cumulative voting and preemptive rights; and proposals to opt-out of state takeover statutes. The Adviser will generally vote against the adoption of super-majority voting provisions that require greater than a two-thirds shareholder approval to change the corporate charter or bylaws or to approve mergers and acquisitions; fair price amendments that are linked to a super-majority provision and do not permit a takeover unless an arbitrary fair price is offered to all shareholders; proposals that would create different classes of stock with unequal voting rights, such as dual class exchange offers and dual class recapitalizations; and proposals that do not allow replacement of existing members of the board of directors.

On matters relating to corporate transactions, the Adviser will vote proxies relating to proposed mergers, capital reorganizations, and similar transactions in accordance with the general policy, based upon its analysis of the proposed transaction.

In addition, the Adviser will not vote if it determines that the consequences or costs outweigh the potential benefit of voting.

Proxy Voting Procedures

The Trust Investment Committee, comprised of the members of the Adviser and M&I Trust, has appointed a Proxy Officer who has the authority to vote proxies pursuant to the proxy voting policy. The Proxy Officer will

 

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direct proposals that he or she is unable to determine how to vote or where there has been a recommendation not to vote in accordance with a predetermined policy to the Proxy Voting Committee of M&I Trust. The Proxy Voting Committee may refer any matter that it is uncertain how to vote to the Trust Investment Committee for a final decision.

The Adviser’s proxy voting procedures permit the Proxy Voting Committee to develop and revise further procedures to assist the Adviser in the voting of proxies, which may include the use of a third party vendor for purposes of recommendations on particular shareholder votes being solicited or for the voting of proxies, or to override the directions provided in such guidelines, whenever necessary to comply with the proxy voting policies.

Conflicts of Interest

The Adviser addresses potential material conflicts of interest by having a predetermined voting policy. For those proposals that require case-by-case determinations, or in instances where special circumstances may require varying from the predetermined policy, the Proxy Officer will determine the vote in the best interests of the Adviser’s clients, without consideration of any benefit to the Adviser, its affiliates, its employees, its other clients, customers, service providers or any other party.

Pyrford’s Proxy Voting Policies and Procedures

Proxy Voting Policies

It is Pyrford’s policy to consider every resolution individually and to cast a proxy on each issue; the sole criteria for reaching these voting decisions being the financial interests of the client. This is part of Pyrford’s broader fiduciary responsibility to its clients. Pyrford’s practice in voting proxies clearly reflects the issues that it considers important in making investments. Pyrford seeks to invest in well financed companies with a strong management team and sound strategy that is capable of delivering attractive earnings and dividend growth over the long term. It is in this way that Pyrford believes its clients will achieve the best investment performance. Pyrford will therefore support management in any proposals which, in Pyrford’s opinion, further these aims; conversely, Pyrford will oppose any resolutions that it believes detract from the company’s growth prospects. However, Pyrford firmly believes that it is the job of management rather than shareholders to run companies on an operational basis. If Pyrford believes that management is doing a poor job in running the company or following a flawed strategy that is likely to result in impaired shareholder value, it considers that the best remedy for its clients is to sell the stock. Pyrford believes that reinvesting in a different company with a better strategy and growth prospects is definitely preferable to indulging in a prolonged proxy voting battle with management. Although Pyrford votes on a case by case basis judged by overall shareholder interests, it considers guidelines set forth in its Proxy Voting Policies with respect to certain issues designated therein.

Pyrford has retained RiskMetrics to provide administrative services related to proxy voting. When a conflict of interest arises, in order to ensure that proxies are voted solely in the best interest of clients, Pyrford will vote in accordance with its voting policy or, with respect to case-by-case determinations, without consideration of any benefit to Pyrford, its affiliates, its employees or any other party.

LGM(HK)’s Proxy Voting Policies and Procedures

Unless a client specifies to the contrary in the client’s agreement with LGM(HK), LGM(HK) is responsible for the proxy voting of stocks held in the client’s account. LGM(HK) has adopted and implemented proxy voting policies and procedures that it believes to be reasonably designed to ensure that proxies are voted in the best interest of its clients, and in accordance with its fiduciary duties, with Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended and with the long-standing fiduciary standards and responsibilities for ERISA accounts set out in Department of Labor Bulletin 94-2 C.F.R. 2509.94-2 (July 29, 1994).

LGM(HK) will normally vote proxies in accordance with these guidelines unless it determines that it is in the best economic interests of the clients to vote contrary to the guidelines. LGM(HK)’s voting guidelines generally address issues related to boards of directors, auditors, inquiry-based compensation plans, and shareholder rights.

 

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A conflict of interest may exist, for example, when an issuer who is soliciting proxy votes also has a client relationship with LGM(HK). When a conflict of interest arises, in order to ensure that proxies are voted solely in the best interest of the clients, LGM(HK) will vote in accordance with its written guidelines or seek the client’s instructions before voting.

TCH’s Proxy Voting Policies and Procedures

TCH, the Sub-Adviser to TCH Corporate Income and TCH Core Plus Bond , does not anticipate voting proxies on behalf of these Funds due to their proposed investments in bonds and other non-voting fixed-income securities.

Monegy’s Proxy Voting Policies and Procedures

Monegy, the Sub-Adviser to Monegy High Yield Bond , does not anticipate voting proxies on behalf of this Fund due to its proposed investments in bonds and other non-voting fixed-income securities.

Proxy Voting Record

Each Fund is required to disclose annually its proxy voting record for the most recent 12-month period ended June 30 and files it with the SEC by August 31. Each Fund’s proxy voting record will be available at that time without charge, either upon request, by calling toll free, 1-800-236-FUND (3863), or by accessing the SEC’s website at http://www.sec.gov.

PORTFOLIO HOLDINGS DISCLOSURE POLICY

The Funds do not provide or permit others to provide information about the Funds’ portfolio holdings to any third party, except as permitted by the Corporation’s policy regarding disclosure of portfolio holdings (Disclosure Policy). This Disclosure Policy also applies to the Adviser, Sub-Advisers and M&I Trust. Pursuant to the Disclosure Policy, information about the Funds’ portfolio holdings may be disclosed as required by SEC regulations and in the following circumstances:

 

   

As required by SEC regulations, a Fund’s portfolio holdings are disclosed in publicly available filings with the SEC including Form N-CSR, Form N-Q and Form N-MFP;

 

   

Fund portfolio holdings may be disclosed in regulatory filings (including in Form N-CSRs, Form N-Qs and Form N-MFPs);

 

   

Fund portfolio holdings may be disclosed from time to time, to the Funds’ service providers, including the administrator, sub-administrator, custodians, fund accountant, transfer agent, independent accountant, legal counsel and financial printer, in connection with the fulfillment of their duties to the Funds and the Corporation;

 

   

Each Fund (other than the Money Market Funds ) makes a complete list of its portfolio holdings publicly available on the Funds’ website, http://www.bmofundsus.com, approximately thirty days after the end of each month;

 

   

The Funds’ portfolio holdings as of each month end are disclosed to certain approved institutional databases and rating agencies that rate a Fund; and

 

   

Each Money Market Fund’s portfolio holdings as of the last business day of the preceding month is posted on the Funds’ website no later than five business days after the end of the month and remains posted on the website for a minimum of six months thereafter.

 

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The Corporation is prohibited from entering into any other arrangements to disclose information regarding the Funds’ portfolio securities prior to public availability without prior approval of the Board. Third parties who receive portfolio holdings information are subject to restrictions by contract or by law that prohibit the disclosure or misuse of the holdings information to ensure that the information remains confidential. No compensation or other consideration may be received by the Funds, the Adviser, Sub-Advisers or M&I Trust in connection with the disclosure of portfolio holdings in accordance with this policy. The Funds’ Chief Compliance Officer monitors compliance with the Disclosure Policy and reports any violations to the Board.

The Board will review any disclosures of Fund portfolio holdings outside of the permitted disclosures described above on a quarterly basis to ensure that disclosure of information about portfolio holdings is in the best interest of Fund shareholders and to address any conflicts between the interests of Fund shareholders and those of the Adviser or any other Fund affiliate.

BROKERAGE TRANSACTIONS

As used in this section, the term Adviser means Adviser or Sub-Adviser, as applicable.

The Adviser is responsible for decisions to buy and sell securities for the Funds and for the placement of the Funds’ securities business, the negotiation of the charges to be paid on such transactions, and the allocation of portfolio brokerage and principal business. Trades may be done with brokers, dealers and, on occasion, issuers. Remuneration for trades may include commissions, commission-equivalent charges, dealer spreads, mark-ups and mark-downs.

In executing transactions on behalf of the Funds, the Adviser has no obligation to deal with any particular broker or dealer. Rather, the Adviser seeks to obtain the best qualitative execution. The best net price is an important factor, but the Adviser also considers the full range and quality of a broker’s services, as described below. Recognizing the value of the range of services, the Funds may not pay the lowest commission or spread available on any particular transaction.

Section 28(e) of the Securities Exchange Act of 1934, as amended, permits an investment adviser, under certain circumstances, to cause an account to pay a broker who supplies brokerage and research services a commission or commission-equivalent charge for effecting a transaction in excess of the amount of commission another broker would have charged for effecting the transaction. Brokerage and research services include:

 

   

furnishing advice as to the value of securities, the advisability of investing, purchasing, or selling securities, and the availability of securities or purchasers or sellers of securities;

 

   

furnishing analyses and reports concerning issuers, industries, sectors, securities, economic factors and trends, portfolio strategy and the performance of accounts; and

 

   

effecting securities transactions and performing functions incidental thereto (such as clearance, settlement and custody).

In selecting brokers, the Adviser considers quality of investment research and brokerage services; communication of such information; trade execution pricing, capability and efficiency; and the appropriateness of the commission rate. Investment research services utilized by the Adviser include economic forecasts, industry analysis, individual company or issuer analysis and opinion, and investment strategy. In ensuring that the commission to be paid is fair compensation for the nature of the trade and the quality of the execution provided by the broker/dealer, the Adviser considers the commission rates paid by investment institutions of similar size. While the Adviser negotiates similar commission rates with all brokers and dealers, if the Adviser believes favorable prices and efficient execution is available from more than one broker or dealer, the Adviser may give consideration to placing trades with those brokers or dealers who furnish investment research and other brokerage services.

 

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The Adviser places portfolio transactions for other advisory accounts in addition to the Funds. Research services furnished by firms through which the Funds effect their securities transactions may be used by the Adviser in servicing all of their accounts; that is, not all of such services may be used by the Adviser in connection with the Funds. The Adviser believes it is not possible to measure separately the benefits from research services received by each of the accounts (including the Funds) managed by them. Because the volume and nature of the trading activities of the accounts are not uniform, the amount of commissions in excess of those charged by another broker (if any) paid by each account for brokerage and research services will vary. The Adviser believes any such costs to the Funds, however, will not be disproportionate to the benefits received by the Funds on a continuing basis and, to the extent that receipt of these services may supplant services for which the Adviser might otherwise have paid, it would tend to reduce their expenses.

The following table shows aggregate total commissions paid by each Fund to brokers that provide brokerage and research services to the Adviser and/or Sub-Advisers and the aggregate principal value of the transactions for the fiscal year ended August 31, 2011. Brokerage commission information is not provided for Dividend Income, Pyrford International Stock, Pyrford Global Strategic Return or Monegy High Yield Bond because these Funds were not offered for sale prior to the date of this SAI.

 

Fund

   Brokerage Commissions Paid to
Brokers Who Provide Brokerage
and Research Services
     Principal Value of
Transactions
 

Large-Cap Value

     $241,460         $238,410,768   

Large-Cap Growth

     331,682         429,701,976   

Large-Cap Focus

     122,875         126,103,143   

Mid-Cap Value

     309,210         216,059,601   

Mid-Cap Growth

     552,300         414,854,848   

Small-Cap Value*

     41,621         36,497,788   

Small-Cap Growth

     1,946,334         1,053,209,268   

Lloyd George Emerging Markets Equity

     15,911         23,025,500   

Ultra Short Tax-Free

     N/A         N/A   

Short-Term Income

     N/A         N/A   

Short-Intermediate Bond

     N/A         N/A   

Intermediate Tax-Free

     N/A         N/A   

Government Income

     N/A         N/A   

TCH Corporate Income

     N/A         N/A   

Aggregate Bond

     N/A         N/A   

TCH Core Plus Bond

     N/A         N/A   

Government Money Market

     N/A         N/A   

Tax-Free Money Market

     N/A         N/A   

Prime Money Market

     N/A         N/A   

 

* For the period from March 1, 2011, the date on which Small-Cap Value commenced operations, to August 31, 2011, the end of the Fund’s fiscal year.

The Adviser generally seeks to allocate portfolio transactions equitably whenever concurrent decisions are made to purchase or sell securities by the Funds and other advisory accounts. There can be no assurance that a particular purchase or sale opportunity will be allocated to a Fund. In making allocations between the Funds, and between a Fund and other advisory accounts, certain factors considered by the Adviser are the respective investment objectives, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment, and the size of investment commitments generally held.

 

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For the fiscal years ended August 31, 2011, 2010 and 2009, the Funds paid the following brokerage commissions.

 

       For the fiscal year ended August 31  

Fund

     2011      2010     2009  

Large-Cap Value

     $ 267,219       $ 443,030      $ 548,542   

Large-Cap Growth

       331,682         422,251        542,404   

Large-Cap Focus

       122,875         N/A        N/A   

Mid-Cap Value

       310,876         392,457        434,776   

Mid-Cap Growth

       566,625         924,875        1,226,680   

Small-Cap Value

       42,287      N/A        N/A   

Small-Cap Growth

       2,095,303         2,459,898        2,246,088   

Lloyd George Emerging Markets Equity

       97,912         71,732        75,484 ** 

Ultra Short Tax-Free

       130         661 ***      N/A   

Short-Term Income

       —           889        3,290   

Short-Intermediate Bond

       —           —          —     

Intermediate Tax-Free

       2,411         1,557        396   

Government Income

       —           —          —     

TCH Corporate Income

       —           —          —     

Aggregate Bond

       —           —          —     

TCH Core Plus Bond

       —           —          —     

Government Money Market

       —           —          —     

Tax-Free Money Market

       —           —          —     

Prime Money Market

       —           —          —     

 

* Amounts for Small-Cap Value are for the period from March 1, 2011, the date on which each Fund commenced operations, to August 31, 2011, the end of the Fund's fiscal year.
** Amounts for Lloyd George Emerging Markets Equity are for the period from December 23, 2008, the date on which the Fund began operations, to August 31, 2009, the end of the Fund's fiscal year.
*** Amounts for Ultra Short Tax-Free are for the period from October 1, 2009, the date on which the Fund began operations, to August 31, 2010, the end of the Fund's fiscal year.

Unless otherwise noted below, during the fiscal year ended August 31, 2011, the Funds did not acquire securities of their regular brokers or dealers (as defined in Rule 10b-1 under the 1940 Act).

 

Fund

  

Regular Broker or Dealer
(or Parent) Issuer

   Value of Securities
Owned (as of 8/31/11)
(000s omitted)
 

Large-Cap Value

   Citigroup    $ 1,849   
   JP Morgan    $ 3,998   
   Prudential Financial    $ 1,912   
   Wells Fargo    $ 2,346   

Large-Cap Focus

   Citigroup    $ 1,127   
   JP Morgan    $ 1,074   

Mid-Cap Value

   Ameritrade    $ 3,202   

Short Term Income

   Bank of America    $ 1,429   
   BNP Paribas    $ 833   
   Citigroup    $ 1,358   
   Goldman Sachs    $ 1,352   
   JP Morgan Chase    $ 1,301   
   Merrill Lynch    $ 1,391   
   Morgan Stanley    $ 1,443   
   Societe Generale    $ 942   
   Wachovia Bank    $ 1,993   

 

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Fund

  

Regular Broker or Dealer
(or Parent) Issuer

   Value of Securities
Owned (as of 8/31/11)
(000s omitted)
 

Short-Intermediate Bond

   Bank of America    $ 2,925   
   BNP Paribas    $ 1,461   
   Credit Suisse    $ 2,050   
   Goldman Sachs    $ 2,030   
   JP Morgan Chase    $ 1,557   
   Societe Generale    $ 1,131   

Aggregate Bond

   Bank of America    $ 6,912   
   Bank of New York    $ 2,163   
   BNP Paribas    $ 3,409   
   Credit Suisse    $ 3,074   
   Goldman Sachs    $ 5,036   
   JP Morgan Chase    $ 6,711   
   Societe Generale    $ 4,081   

Prime Money Market

   Goldman Sachs    $ 59,984   

INFORMATION ABOUT THE FUNDS’ SERVICE PROVIDERS

Code of Ethics Restrictions on Personal Trading

As required by SEC rules, the Funds, the Adviser, each Sub-Adviser and the Distributor have adopted codes of ethics. These codes govern securities trading activities of investment personnel, Fund directors and certain other employees (Access Persons). Although the codes permit Access Persons to trade in securities, including those that the Funds could buy, they also contain significant safeguards designed to protect the Funds and their shareholders from abuses in this area, such as requirements to obtain prior approval for, and to report, particular transactions.

Administrator

M&I Trust is the administrator of the Funds. M&I Trust is entitled to receive fees from each of the Equity, Balanced and Income Funds at the following annual rates as a percentage of the Fund’s ADNA:

 

Fee

  

Fund’s ADNA

0.0925%

   on the first $250 million

0.0850%

   on the next $250 million

0.0800%

   on the next $200 million

0.0400%

   on the next $100 million

0.0200%

   on the next $200 million

0.0100%

   on ADNA in excess of $1.0 billion

M&I Trust, as administrator, is entitled to receive fees from the Money Market Funds at the following annual rates based on the aggregate ADNA of the Money Market Funds combined:

 

Fee

  

Fund’s ADNA

0.040%

   on the first $2 billion

0.030%

   on the next $2 billion

0.025%

   on the next $2 billion

0.020%

   on the next $2 billion

0.010%

   on ADNA in excess of $8 billion

The aggregate fees paid by the Money Market Funds are allocated to each Fund based on its assets.

 

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For the fiscal periods ended August 31, 2011, 2010 and 2009, the administrator was paid (net of waivers) the following fees. No administrative fee information is provided for Dividend Income, Pyrford International Stock, Pyrford Global Strategic Return or Monegy High Yield Bond because these Funds were not offered for sale prior to the date of this SAI.

 

     For the fiscal year ended August 31  

Fund

   2011      2010      2009  

Large-Cap Value

   $ 163,568       $ 174,939       $ 174,746   

Large-Cap Growth

   $ 179,618       $ 161,078       $ 139,251   

Large-Cap Focus

   $ 48,728         

Mid-Cap Value

   $ 249,212       $ 221,485       $ 177,371   

Mid-Cap Growth

   $ 249,245       $ 197,847       $ 157,047   

Small-Cap Value (1)

   $ 12,375         

Small-Cap Growth

   $ 473,980       $ 299,094       $ 188,688   

Lloyd George Emerging Markets Equity (2)

   $ 63,247       $ 54,059       $ 15,759   

Ultra Short Tax-Free (3)

   $ 310,118       $ 138,189         N/A   

Short-Term Income

   $ 114,602       $ 106,026       $ 81,660   

Short-Intermediate Bond

   $ 154,328       $ 163,081       $ 180,721   

Intermediate Tax-Free

   $ 405,533       $ 237,534       $ 96,657   

Government Income

   $ 280,015       $ 379,286       $ 454,149   

TCH Corporate Income (2)

   $ 70,363       $ 38,873       $ 9,941   

Aggregate Bond

   $ 345,420       $ 249,188       $ 211,704   

TCH Core Plus Bond (2)

   $ 79,300       $ 62,312       $ 24,126   

Government Money Market

   $ 178,036       $ 243,502       $ 316,106   

Tax-Free Money Market

   $ 308,287       $ 296,544       $ 270,162   

Prime Money Market

   $ 1,213,821       $ 1,338,817       $ 1,571,008   

 

(1)  

The fees paid by Small-Cap Value are for the period from March 1, 2011, the date on which the Fund commenced operations, to August 31, 2011, the end of the Fund’s fiscal year.

(2)  

The fees paid for fiscal 2009 by each of Lloyd George Emerging Markets Equity, TCH Corporate Income and TCH Core Plus Bond are for the period from December 23, 2008, the date on which each Fund began operations, to August 31, 2009, the end of each Fund’s fiscal year.

(3)  

The fees paid by Ultra Short Tax-Free for fiscal 2010 are for the period from October 1, 2009, the date on which the Fund began operations, to August 31, 2010, the end of the Fund’s fiscal year.

The administrator may choose voluntarily to reimburse a portion of its fee at any time.

The functions performed by the administrator include, but are not limited, to the following:

 

   

preparation, filing and maintenance of the Corporation’s governing documents, minutes of Board meetings and shareholder meetings;

 

   

preparation and filing with the SEC and state regulatory authorities, the Corporation’s registration statement and all amendments, and any other documents required for the Funds to make a continuous offering of their shares;

 

   

preparation, negotiation and administration of contracts on behalf of a Fund;

 

   

supervision of the preparation of financial reports;

 

   

preparation and filing of federal and state tax returns;

 

   

assistance with the design, development and operation of a Fund; and

 

   

provision of advice to the Funds and the Board.

 

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Sub-Administrator

UMBFS is the Funds’ sub-administrator pursuant to the Sub-Administration Agreement with the administrator. Under the Sub-Administration Agreement, the functions performed by UMBFS include and relate to, but are not limited to, the following:

 

   

review and filing with the SEC and state regulatory authorities of the Corporation’s registration statement and all amendments, and any other documents required for the Funds to make a continuous offering of their shares;

 

   

drafting and reviewing of the Funds’ annual and semi-annual reports;

 

   

various services relating to the shareholder and Board meetings, such as preparing and obtaining executed authorized signatures, attendance at Board meetings and drafting of proxy materials;

 

   

obtaining CUSIPs, NASDAQ symbols, and IRS tax identification numbers;

 

   

coordination and facilitation of external audits by the Corporation’s independent auditors and regulatory examinations of the Corporation;

 

   

follow-up on any issues surrounding reporting of performance for the Funds; and

 

   

preparation of the Corporation’s tax returns.

For its services, UMBFS is entitled to receive from the administrator with respect to each of the Funds (other than the Money Market Funds ), in addition to a monthly multi-class fee of $200 per class and out-of-pocket expenses, fees at the following annual rates as a percentage of the Fund’s ADNA:

 

ADNA

   Fee (Domestic
Funds)
    Fee (International
Funds)
 

Up to $200 million

     0.0090     0.0300

Next $200 million

     0.0085        0.0250   

Next $200 million

     0.0075        0.0200   

Next $200 million

     0.0065        0.0175   

Next $200 million

     0.0055        0.0150   

Next $200 million

     0.0045        0.0125   

Over $1.2 billion

     0.0035        0.0100   

With respect to the Money Market Funds , UMBFS receives from the administrator, in addition to a monthly multi-class fee of $200 per class and out-of-pocket expenses, fees at the following annual rate as a percentage of the Fund’s ADNA as of April 1, 2009:

 

ADNA

   Fee  

Up to $250 million

     0.0055

Next $250 million

     0.0050   

Next $250 million

     0.0045   

Next $1.75 billion

     0.0030   

Next $2.5 billion

     0.0025   

Next $2.5 billion

     0.0020   

Over $7.5 billion

     0.0015   

For the fiscal periods ended August 31, 2011, 2010 and 2009, the administrator paid UMBFS $ 614,339, $556,689 and $541,713, respectively, under the Sub-Administration Agreement.

 

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Securities Lending

The Funds pay a portion of the net revenue earned on securities lending activities to M&I Trust for its services as a securities lending agent. The following Funds paid the amounts listed for the fiscal year ended August 31, 2011. No securities lending fee information is provided for Dividend Income, Pyrford International Stock, Pyrford Global Strategic Return or Monegy High Yield Bond because these Funds were not offered for sale prior to the date of this SAI.

 

Fund

   Securities Lending
Fees Paid
 

Large-Cap Value

   $ 14,588   

Large-Cap Growth

   $ 22,456   

Large-Cap Focus

   $ 4,907   

Mid-Cap Value

   $ 41,866   

Mid-Cap Growth

   $ 90,816   

Small-Cap Value

   $ 5,440   

Small-Cap Growth

   $ 308,433   

Short-Term Income

   $ 9,010   

Short-Intermediate Bond

   $ 41,025   

Government Income

   $ 35,845   

TCH Corporate Income

   $ 10,260   

Aggregate Bond

   $ 77,236   

TCH Core Plus Bond

   $ 9,558   

Payments to Financial Intermediaries

The Adviser, M&I Trust, M&I Financial Advisors, MID and/or their affiliates may pay compensation, out of their own assets and not as an additional charge to each Fund, to financial intermediaries, including their affiliates, for services provided to clients who hold Fund shares, for introducing new shareholders to the Funds and for other services. These payments may vary in amount and generally range from 0.05% to 0.40%.

The Adviser, M&I Trust, M&I Financial Advisors, MID and/or their affiliates currently anticipate that such payments may be made to the following financial intermediaries.

 

Financial Intermediaries

American United Life Insurance Co.

 

LaSalle Bank

Ameritrade Inc.

 

Legent Clearing

AXA Advisors

 

Linsco Private Ledger

BB&T Investment Services Inc.

 

Matrix Settlement & Clearance Services

Bear Stearns Securities Corp.

 

Mesirow Financial Inc.

Charles Schwab & Co. Inc.

 

MG Trust Company LLC

Citigroup Global Markets Inc.

 

Mid Atlantic Capital Corp.

DA Davidson & Company

 

Money Concepts Capital Corp.

Eagle One Investments LLC

 

National Financial Services

Edward D. Jones & Co.

 

Netstock Investment Corporation

ETrade Clearing LLC

 

Northwestern Mutual Investment

First Clearing Corporation LLC

 

P.J. Robb Variable Corp.

FTC & Co.

 

Penson Financial Services Inc.

GWFS Equities Inc.

 

Pershing, LLC

HC Denison Company

 

PNC Capital Markets

Hartford Life Insurance Co.

 

Prudential Investment

JP Morgan Securities Inc.

 

Prudential Retirement

 

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Financial Intermediaries

RBC Dain Rauscher Inc.

  Trust Company of America

Reliance Trust Company

  US Bancorp Investments Inc.

Robert W. Baird

  UBS Financial Services Inc.

Securian Financial Services Inc.

  USAA Investment Management Co.

Securities America Inc.

  Vanguard Brokerage Services

Sterne Agee & Leach Inc.

  Vanguard Fiduciary Trust Company

Stifel Nicolaus & Company Inc.

  Wells Fargo Bank NA Mutual Funds

Transfer Agent and Dividend Disbursing Agent

Boston Financial Data Services, Inc., 2000 Crown Colony Drive, Quincy, Massachusetts, maintains all necessary shareholder records. For its services, the transfer agent receives a fee based on the size, type and number of accounts and transactions made by shareholders. The fee is based on the level of the Funds’ average net assets for the period plus out-of-pocket expenses.

Each Fund may pay amounts to third parties, such as banks, broker-dealers or affiliated entities, including M&I Trust, that provide recordkeeping services, shareholder servicing and/or other administrative services to the Funds.

Fund Accountants

UMBFS, 803 West Michigan Street, Milwaukee, Wisconsin, provides fund accounting services to the Funds, except Pyrford International Stock, Lloyd George Emerging Markets Equity and Pyrford Global Strategic Return .

State Street Bank & Trust Company, 200 Clarendon Street, Boston, Massachusetts, provides fund accounting services to Pyrford International Stock, Lloyd George Emerging Markets Equity and Pyrford Global Strategic Return .

For their services, UMBFS and State Street Bank & Trust Company receive a fee based on net assets of the Funds.

Custodians

M&I Trust, 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin, an indirect wholly-owned subsidiary of BMO Corp., is a custodian for the securities and cash of the Funds, except Pyrford International Stock, Lloyd George Emerging Markets Equity and Pyrford Global Strategic Return . For its services as custodian, M&I Trust receives an annual fee, payable monthly, based on a percentage of a Fund’s average aggregate daily net assets.

State Street Bank & Trust Company, 200 Clarendon Street, Boston, Massachusetts, is a custodian for the securities and cash of Pyrford International Stock, Lloyd George Emerging Markets Equity and Pyrford Global Strategic Return .

Independent Registered Public Accounting Firm

The independent registered public accounting firm for the Funds, KPMG LLP, 777 East Wisconsin Avenue, Milwaukee, WI 53202, conducts its audits in accordance with the standards of the Public Company Accounting Oversight Board (United States), which require it to plan and perform its audits to provide reasonable assurance about whether the Funds’ financial statements and financial highlights are free of material misstatements.

 

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PERFORMANCE

From time to time, when available, the yield and total return of the Investor Class and/or Institutional Class shares of a Fund may be quoted in advertisements, shareholder reports or other communications to shareholders. Performance information is generally available by calling the Funds (toll free) at 1-800-236-FUND (3863).

FINANCIAL STATEMENTS

The audited financial statements as of and for the year ended August 31, 2011 are incorporated herein by reference from the Funds’ Annual Report dated August 31, 2011 (for the fiscal year ended August 31, 2011) (File Nos. 33-48907 and 811-58433). A copy of the Annual Report for a Fund may be obtained without charge by contacting BMO Funds U.S. Services at the address located on the back cover of the SAI or by calling BMO Funds U.S. Services at 1-414-287-8555 or 1-800-236-FUND (3863).

 

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APPENDIX A—RATINGS DEFINITIONS

Standard & Poor’s Issue Credit Rating Definitions

A Standard & Poor’s issue credit rating is a forward-looking opinion about the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The opinion reflects Standard & Poor’s view of the obligor’s capacity and willingness to meet its financial commitments as they come due, and may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default.

Issue credit ratings can be either long term or short term. Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days—including commercial paper. Short-term ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. The result is a dual rating, in which the short-term rating addresses the put feature, in addition to the usual long-term rating. Medium-term notes are assigned long-term ratings.

Short-Term Issue Credit Ratings

A-1

A short-term obligation rated ‘A-1’ is rated in the highest category by Standard & Poor’s. The obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.

A-2

A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory.

A-3

A short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

B

A short-term obligation rated ‘B’ is regarded as having significant speculative characteristics. Ratings of ‘B-1’, ‘B-2’, and ‘B-3’ may be assigned to indicate finer distinctions within the ‘B’ category. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

B-1

A short-term obligation rated ‘B-1’ is regarded as having significant speculative characteristics, but the obligor has a relatively stronger capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

 

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B-2

A short-term obligation rated ‘B-2’ is regarded as having significant speculative characteristics, and the obligor has an average speculative-grade capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

B-3

A short-term obligation rated ‘B-3’ is regarded as having significant speculative characteristics, and the obligor has a relatively weaker capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

C

A short-term obligation rated ‘C’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.

D

A short-term obligation rated ‘D’ is in payment default. The ‘D’ rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor's believes that such payments will be made during such grace period. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.

SPUR (Standard & Poor’s Underlying Rating)

This is a rating of a stand-alone capacity of an issue to pay debt service on a credit-enhanced debt issue, without giving effect to the enhancement that applies to it. These ratings are published only at the request of the debt issuer/obligor with the designation SPUR to distinguish them from the credit-enhanced rating that applies to the debt issue. Standard & Poor’s maintains surveillance of an issue with a published SPUR.

Dual Ratings

Standard & Poor’s assigns “dual” ratings to all debt issues that have a put option or demand feature as part of their structure. The first rating addresses the likelihood of repayment of principal and interest as due, and the second rating addresses only the demand feature. The long-term rating symbols are used for bonds to denote the long-term maturity and the short-term rating symbols for the put option (for example, ‘AAA/A-1+’). With U.S. municipal short-term demand debt, note rating symbols are used with the short-term issue credit rating symbols (for example, ‘SP-1+/A-1+’).

The ratings and other credit related opinions of Standard & Poor’s and its affiliates are statements of opinion as of the date they are expressed and not statements of fact or recommendations to purchase, hold, or sell any securities or make any investment decisions. Standard & Poor’s assumes no obligation to update any information following publication. Users of ratings and credit related opinions should not rely on them in making any investment decision. Standard & Poor’s opinions and analyses do not address the suitability of any security. Standard & Poor’s Financial Services LLC does not act as a fiduciary or an investment advisor. While Standard & Poor’s has obtained information from sources it believes to be reliable, Standard & Poor’s does not perform an audit and undertakes no duty of due diligence or independent verification of any information it receives. Ratings and credit related opinions may be changed, suspended, or withdrawn at any time.

 

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Active Qualifiers (Currently applied and/or outstanding)

 

i

This subscript is used for issues in which the credit factors, terms, or both, that determine the likelihood of receipt of payment of interest are different from the credit factors, terms or both that determine the likelihood of receipt of principal on the obligation. The ‘i’ subscript indicates that the rating addresses the interest portion of the obligation only. The ‘i’ subscript will always be used in conjunction with the ‘p’ subscript, which addresses likelihood of receipt of principal. For example, a rated obligation could be assigned ratings of “AAAp NRi” indicating that the principal portion is rated “AAA” and the interest portion of the obligation is not rated.

L

Ratings qualified with ‘L’ apply only to amounts invested up to federal deposit insurance limits.

p

This subscript is used for issues in which the credit factors, the terms, or both, that determine the likelihood of receipt of payment of principal are different from the credit factors, terms or both that determine the likelihood of receipt of interest on the obligation. The ‘p’ subscript indicates that the rating addresses the principal portion of the obligation only. The ‘p’ subscript will always be used in conjunction with the ‘i’ subscript, which addresses likelihood of receipt of interest. For example, a rated obligation could be assigned ratings of “AAAp NRi” indicating that the principal portion is rated “AAA” and the interest portion of the obligation is not rated.

pi

Ratings with a ‘pi’ subscript are based on an analysis of an issuer’s published financial information, as well as additional information in the public domain. They do not, however, reflect in-depth meetings with an issuer’s management and therefore may be based on less comprehensive information than ratings without a ‘pi’ subscript. Ratings with a ‘pi’ subscript are reviewed annually based on a new year’s financial statements, but may be reviewed on an interim basis if a major event occurs that may affect the issuer’s credit quality.

preliminary

Preliminary ratings, with the ‘prelim’ qualifier, may be assigned to obligors or obligations, including financial programs, in the circumstances described below. Assignment of a final rating is conditional on the receipt by Standard & Poor’s of appropriate documentation. Standard & Poor’s reserves the right not to issue a final rating. Moreover, if a final rating is issued, it may differ from the preliminary rating.

 

   

Preliminary ratings may be assigned to obligations, most commonly structured and project finance issues, pending receipt of final documentation and legal opinions.

 

   

Preliminary ratings are assigned to Rule 415 Shelf Registrations. As specific issues, with defined terms, are offered from the master registration, a final rating may be assigned to them in accordance with Standard & Poor’s policies

 

   

Preliminary ratings may be assigned to obligations that will likely be issued upon the obligor’s emergence from bankruptcy or similar reorganization, based on late-stage reorganization plans, documentation and discussions with the obligor. Preliminary ratings may also be assigned to the obligors. These ratings consider the anticipated general credit quality of the reorganized or postbankruptcy issuer as well as attributes of the anticipated obligation(s).

 

   

Preliminary ratings may be assigned to entities that are being formed or that are in the process of being independently established when, in Standard & Poor’s opinion, documentation is close to final. Preliminary ratings may also be assigned to these entities’ obligations.

 

   

Preliminary ratings may be assigned when a previously unrated entity is undergoing a well-formulated restructuring, recapitalization, significant financing or other transformative event, generally at the point that

 

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investor or lender commitments are invited. The preliminary rating may be assigned to the entity and to its proposed obligation(s). These preliminary ratings consider the anticipated general credit quality of the obligor, as well as attributes of the anticipated obligation(s), assuming successful completion of the transformative event. Should the transformative event not occur, Standard & Poor’s would likely withdraw these preliminary ratings.

 

   

A preliminary recovery rating may be assigned to an obligation that has a preliminary issue credit rating.

sf

The (sf) subscript is assigned to all issues and issuers to which a regulation, such as the European Union Regulation on Credit Rating Agencies, requires the assignment of an additional symbol which distinguishes a structured finance instrument or obligor (as defined in the regulation) from any other instrument or obligor. The addition of this subscript to a credit rating does not change the definition of that rating or our opinion about the issue’s or issuer’s creditworthiness.

t

This symbol indicates termination structures that are designed to honor their contracts to full maturity or, should certain events occur, to terminate and cash settle all their contracts before their final maturity date.

unsolicited

Unsolicited ratings are those credit ratings assigned at the initiative of Standard & Poor’s and not at the request of the issuer or its agents.

Inactive Qualifiers (No longer applied or outstanding)

 

*

This symbol indicated continuance of the ratings is contingent upon Standard & Poor’s receipt of an executed copy of the escrow agreement or closing documentation confirming investments and cash flows. Discontinued use in August 1998.

c

This qualifier was used to provide additional information to investors that the bank may terminate its obligation to purchase tendered bonds if the long-term credit rating of the issuer is below an investment-grade level and/or the issuer’s bonds are deemed taxable. Discontinued use in January 2001.

pr

The letters ‘pr’ indicate that the rating is provisional. A provisional rating assumes the successful completion of the project financed by the debt being rated and indicates that payment of debt service requirements is largely or entirely dependent upon the successful, timely completion of the project. This rating, however, while addressing credit quality subsequent to completion of the project, makes no comment on the likelihood of or the risk of default upon failure of such completion. The investor should exercise his own judgment with respect to such likelihood and risk.

q

A ‘q’ subscript indicates that the rating is based solely on quantitative analysis of publicly available information. Discontinued use in April 2001.

 

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r

The ‘r’ modifier was assigned to securities containing extraordinary risks, particularly market risks, that are not covered in the credit rating. The absence of an ‘r’ modifier should not be taken as an indication that an obligation will not exhibit extraordinary non-credit related risks. Standard & Poor’s discontinued the use of the ‘r’ modifier for most obligations in June 2000 and for the balance of obligations (mainly structured finance transactions) in November 2002.

Local Currency and Foreign Currency Risks

Country risk considerations are a standard part of Standard & Poor’s analysis for credit ratings on any issuer or issue. Currency of repayment is a key factor in this analysis. An obligor’s capacity to repay foreign currency obligations may be lower than its capacity to repay obligations in its local currency due to the sovereign government’s own relatively lower capacity to repay external versus domestic debt. These sovereign risk considerations are incorporated in the debt ratings assigned to specific issues. Foreign currency issuer ratings are also distinguished from local currency issuer ratings to identify those instances where sovereign risks make them different for the same issuer.

Moody’s Credit Rating Definitions

Purpose

The system of rating securities was originated by John Moody in 1909. The purpose of Moody’s ratings is to provide investors with a simple system of gradation by which relative creditworthiness of securities may be noted.

Rating Symbols

Gradations of creditworthiness are indicated by rating symbols, with each symbol representing a group in which the credit characteristics are broadly the same. There are nine symbols as shown below, from that used to designate least credit risk to that denoting greatest credit risk:

Aaa Aa A Baa Ba B Caa Ca C

Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa.

Absence of a Rating

Where no rating has been assigned or where a rating has been withdrawn, it may be for reasons unrelated to the creditworthiness of the issue.

Should no rating be assigned, the reason may be one of the following:

1. An application was not received or accepted.

2. The issue or issuer belongs to a group of securities or entities that are not rated as a matter of policy.

3. There is a lack of essential data pertaining to the issue or issuer.

4. The issue was privately placed, in which case the rating is not published in Moody’s publications.

Withdrawal may occur if new and material circumstances arise, the effects of which preclude satisfactory analysis; if there is no longer available reasonable up-to-date data to permit a judgment to be formed; if a bond is called for redemption; or for other reasons.

 

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Changes in Rating

The credit quality of most issuers and their obligations is not fixed and steady over a period of time, but tends to undergo change. For this reason changes in ratings occur so as to reflect variations in the intrinsic relative position of issuers and their obligations.

A change in rating may thus occur at any time in the case of an individual issue. Such rating change should serve notice that Moody’s observes some alteration in creditworthiness, or that the previous rating did not fully reflect the quality of the bond as now seen. While because of their very nature, changes are to be expected more frequently among bonds of lower ratings than among bonds of higher ratings. Nevertheless, the user of bond ratings should keep close and constant check on all ratings—both high and low—to be able to note promptly any signs of change in status that may occur.

Limitations to Uses of Ratings*

Obligations carrying the same rating are not claimed to be of absolutely equal credit quality. In a broad sense, they are alike in position, but since there are a limited number of rating classes used in grading thousands of bonds, the symbols cannot reflect the same shadings of risk which actually exist.

As ratings are designed exclusively for the purpose of grading obligations according to their credit quality, they should not be used alone as a basis for investment operations. For example, they have no value in forecasting the direction of future trends of market price. Market price movements in bonds are influenced not only by the credit quality of individual issues but also by changes in money rates and general economic trends, as well as by the length of maturity, etc. During its life even the highest rated bond may have wide price movements, while its high rating status remains unchanged.

The matter of market price has no bearing whatsoever on the determination of ratings, which are not to be construed as recommendations with respect to “attractiveness”. The attractiveness of a given bond may depend on its yield, its maturity date or other factors for which the investor may search, as well as on its credit quality, the only characteristic to which the rating refers.

Since ratings involve judgments about the future, on the one hand, and since they are used by investors as a means of protection, on the other, the effort is made when assigning ratings to look at “worst” possibilities in the “visible” future, rather than solely at the past record and the status of the present. Therefore, investors using the rating should not expect to find in them a reflection of statistical factors alone, since they are an appraisal of long-term risks, including the recognition of many non-statistical factors.

Though ratings may be used by the banking authorities to classify bonds in their bank examination procedure, Moody’s ratings are not made with these bank regulations in mind. Moody’s Investors Service’s own judgment as to the desirability or non-desirability of a bond for bank investment purposes is not indicated by Moody’s ratings.

Moody’s ratings represent the opinion of Moody’s Investors Service as to the relative creditworthiness of securities. As such, they should be used in conjunction with the descriptions and statistics appearing in Moody’s publications. Reference should be made to these statements for information regarding the issuer. Moody’s ratings are not commercial credit ratings. In no case is default or receivership to be imputed unless expressly stated.

*As set forth more fully on the copyright, credit ratings are, and must be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, sell or hold any securities. Each rating or other opinion must be weighed solely as one factor in any investment decision made by or on behalf of any user of the information, and each such user must accordingly make its own study and evaluation of each security and of each issuer and guarantor of, and each provider of credit support for, each security that it may consider purchasing, selling or holding.

 

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Short-Term Ratings

Moody’s short-term ratings are opinions of the ability of issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term programs or to individual short-term debt instruments. Such obligations generally have an original maturity not exceeding thirteen months, unless explicitly noted.

Moody’s employs the following designations to indicate the relative repayment ability of rated issuers:

P-1

Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.

P-2

Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.

P-3

Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.

NP

Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.

Note: Canadian issuers rated P-1 or P-2 have their short-term ratings enhanced by the senior-most long-term rating of the issuer, its guarantor or support-provider.

An issuer’s short-term rating is generally derived from its long-term rating as shown below:

SHORT-TERM VS. LONG-TERM RATINGS

LOGO

Fitch’s National Credit Ratings

For those countries in which foreign and local currency sovereign ratings are below ‘AAA’, and where there is demand for such ratings, Fitch Ratings will provide National Ratings. It is important to note that each National Rating scale is unique and is defined to serve the needs of the local market in question.

 

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The National Rating scale provides a relative measure of creditworthiness for rated entities only within the country concerned. Under this rating scale, a ‘AAA’ Long-Term National Rating will be assigned to the lowest relative risk within that country, which, in most but not all cases, will be the sovereign state.

The National Rating scale merely ranks the degree of perceived risk relative to the lowest default risk in that same country. Like local currency ratings, National Ratings exclude the effects of sovereign and transfer risk and exclude the possibility that investors may be unable to repatriate any due interest and principal repayments. It is not related to the rating scale of any other national market. Comparisons between different national scales or between an individual national scale and the international rating scale are therefore inappropriate and potentially misleading. Consequently they are identified by the addition of a special identifier for the country concerned, such as ‘AAA(arg)’ for National Ratings in Argentina.

In certain countries, regulators have established credit rating scales, to be used within their domestic markets, using specific nomenclature. In these countries, the agency’s National Short-Term Rating definitions for ‘F1+(xxx)’, ‘F1(xxx)’, ‘F2(xxx)’ and ‘F3(xxx)’ may be substituted by the regulatory scales, e.g. ‘A1+’, ‘A1’, ‘A2’ and ‘A3’. The below definitions thus serve as a template, but users should consult the individual scales for each country listed on the agency’s web-site to determine if any additional or alternative category definitions apply.

National Short-Term Credit Ratings

F1(xxx)

Indicates the strongest capacity for timely payment of financial commitments relative to other issuers or obligations in the same country. Under the agency’s National Rating scale, this rating is assigned to the lowest default risk relative to others in the same country. Where the liquidity profile is particularly strong, a “+” is added to the assigned rating.

F2(xxx)

Indicates a good capacity for timely payment of financial commitments relative to other issuers or obligations in the same country. However, the margin of safety is not as great as in the case of the higher ratings.

F3(xxx)

Indicates an adequate capacity for timely payment of financial commitments relative to other issuers or obligations in the same country. However, such capacity is more susceptible to near-term adverse changes than for financial commitments in higher rated categories.

B(xxx)

Indicates an uncertain capacity for timely payment of financial commitments relative to other issuers or obligations in the same country. Such capacity is highly susceptible to near-term adverse changes in financial and economic conditions.

C(xxx)

Indicates a highly uncertain capacity for timely payment of financial commitments relative to other issuers or obligations in the same country. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment.

RD: Restricted default

Indicates an entity that as defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings only.

 

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D(xxx)

Indicates actual or imminent payment default.

Notes to Long-Term and Short-Term National Ratings:

The ISO country code suffix is placed in parentheses immediately following the rating letters to indicate the identity of the National market within which the rating applies. For illustrative purposes, (xxx) has been used.

“+” or “-” may be appended to a National Rating to denote relative status within a major rating category. Such suffixes are not added to the ‘AAA(xxx)’ Long-Term National Rating category, to categories below ‘CCC(xxx)’, or to Short-Term National Ratings other than ‘F1(xxx)’.

 

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LONG-TERM RATINGS

Standard & Poor’s Long-Term Issue Credit Ratings

Issue credit ratings are based, in varying degrees, on Standard & Poor’s analysis of the following considerations:

 

   

Likelihood of payment—capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation;

 

   

Nature of and provisions of the obligation;

 

   

Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors’ rights.

Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)

AAA

An obligation rated ‘AAA’ has the highest rating assigned by Standard & Poor’s. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.

AA

An obligation rated ‘AA’ differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong.

A

An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong.

BBB

An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

BB, B, CCC, CC, and C

Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as having significant speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

BB

An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

 

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B

An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.

CCC

An obligation rated ‘CCC’ is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.

CC

An obligation rated ‘CC’ is currently highly vulnerable to nonpayment.

C

A ‘C’ rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the ‘C’ rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instrument’s terms or when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.

D

An obligation rated ‘D’ is in payment default. The ‘D’ rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor’s believes that such payments will be made during such grace period. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of similar action if payments on an obligation are jeopardized. An obligation’s rating is lowered to ‘D’ upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.

Plus (+) or minus (-)

The ratings from ‘AA’ to ‘CCC’ may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.

NR

This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that Standard & Poor’s does not rate a particular obligation as a matter of policy.

See active and inactive qualifiers following Standard & Poors Short-Term Issue Credit Ratings beginning on page A-3.

 

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Moody’s Long-Term Debt Ratings

Long-Term Obligation Ratings

Moody’s long-term obligation ratings are opinions of the relative credit risk of fixed-income obligations with an original maturity of one year or more. They address the possibility that a financial obligation will not be honored as promised. Such ratings use Moody’s Global Scale and reflect both the likelihood of default and any financial loss suffered in the event of default.

Moody’s Long-Term Rating Definitions:

Aaa

Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.

Aa

Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.

A

Obligations rated A are considered upper-medium grade and are subject to low credit risk.

Baa

Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.

Ba

Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.

B

Obligations rated B are considered speculative and are subject to high credit risk.

Caa

Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.

Ca

Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.

C

Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.

Note: Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

 

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Fitch’s National Long-Term Credit Ratings

AAA(xxx)

‘AAA’ National Ratings denote the highest rating assigned by the agency in its National Rating scale for that country. This rating is assigned to issuers or obligations with the lowest expectation of default risk relative to all other issuers or obligations in the same country.

AA(xxx)

‘AA’ National Ratings denote expectations of very low default risk relative to other issuers or obligations in the same country. The default risk inherent differs only slightly from that of the country’s highest rated issuers or obligations.

A(xxx)

‘A’ National Ratings denote expectations of low default risk relative to other issuers or obligations in the same country. However, changes in circumstances or economic conditions may affect the capacity for timely repayment to a greater degree than is the case for financial commitments denoted by a higher rated category.

BBB(xxx)

‘BBB’ National Ratings denote a moderate default risk relative to other issuers or obligations in the same country. However, changes in circumstances or economic conditions are more likely to affect the capacity for timely repayment than is the case for financial commitments denoted by a higher rated category.

BB(xxx)

‘BB’ National Ratings denote an elevated default risk relative to other issuers or obligations in the same country. Within the context of the country, payment is uncertain to some degree and capacity for timely repayment remains more vulnerable to adverse economic change over time.

B(xxx)

‘B’ National Ratings denote a significantly elevated default risk relative to other issuers or obligations in the same country. Financial commitments are currently being met but a limited margin of safety remains and capacity for continued timely payments is contingent upon a sustained, favorable business and economic environment. For individual obligations, may indicate distressed or defaulted obligations with potential for extremely high recoveries.

CCC(xxx)

‘CCC’ National Ratings denote that default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic conditions.

CC(xxx)

‘CC’ National Ratings denote that default of some kind appears probable.

C(xxx)

‘C’ National Ratings denote that default is imminent.

 

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RD: Restricted default.

“RD” ratings indicated that an issuer that in Fitch Ratings’ opinion has experienced an uncured payment default on a bond, loan or other material financial obligation but which has not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, and which has not otherwise ceased business. This would include:

 

   

a. the selective payment default on a specific class or currency of debt;

 

   

b. the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation;

 

   

c. the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations either in series or in parallel; or

 

   

d. execution of a coercive debt exchange on one or more material financial obligations.

D(xxx)

‘D’ National Ratings denote an issuer or instrument that is currently in default.

Notes to Long-Term and Short-Term National Ratings:

The ISO country code suffix is placed in parentheses immediately following the rating letters to indicate the identity of the National market within which the rating applies. For illustrative purposes, (xxx) has been used.

“+” or “-” may be appended to a National Rating to denote relative status within a major rating category. Such suffixes are not added to the ‘AAA(xxx)’ Long-Term National Rating category, to categories below ‘CCC(xxx)’, or to Short-Term National Ratings other than ‘F1(xxx)’.

 

App. A-14


Table of Contents

MUNICIPAL NOTE RATINGS

Standard & Poor’s Municipal Short-Term Note Ratings Definitions

A Standard & Poor’s U.S. municipal note rating reflects Standard & Poor’s opinion about the liquidity factors and market access risks unique to the notes. Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more than three years will most likely receive a long-term debt rating. In determining which type of rating, if any, to assign, Standard & Poor’s analysis will review the following considerations:

 

   

Amortization schedule—the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and

 

   

Source of payment—the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.

Note rating symbols are as follows:

SP-1

Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.

SP-2

Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.

SP-3

Speculative capacity to pay principal and interest.

See active and inactive qualifiers following Standard & Poors Short-Term Issue Credit Ratings beginning on page A-3.

Moody’s US Municipal Short-Term Debt And Demand Obligation Ratings

Short-Term Debt Ratings

There are three rating categories for short-term municipal obligations that are considered investment grade. These ratings are designated as Municipal Investment Grade (MIG) and are divided into three levels—MIG 1 through MIG 3. In addition, those short-term obligations that are of speculative quality are designated SG, or speculative grade. MIG ratings expire at the maturity of the obligation.

MIG 1

This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.

MIG 2

This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.

MIG 3

This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.

 

App. A-15


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SG

This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.

Demand Obligation Ratings

In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned; a long or short-term debt rating and a demand obligation rating. The first element represents Moody’s evaluation of the degree of risk associated with scheduled principal and interest payments. The second element represents Moody’s evaluation of the degree of risk associated with the ability to receive purchase price upon demand (“demand feature”), using a variation of the MIG rating scale, the Variable Municipal Investment Grade or VMIG rating.

When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR, e.g., Aaa/NR or NR/VMIG 1.

VMIG rating expirations are a function of each issue’s specific structural or credit features.

VMIG 1

This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

VMIG 2

This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

VMIG 3

This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

SG

This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.

 

App. A-16


Table of Contents

US MUNICIPAL SHORT-TERM VS. LONG-TERM RATINGS

LOGO

 

* For SBPA-backed VRDBS. The rating transitions are higher to allow for distance to downgrade to below-investment grade due to the presence of automatic termination events in the SBPAs

 

App. A-17


Table of Contents

APPENDIX B—ADDRESSES

The Funds :

111 East Kilbourn Avenue, Suite 200

Milwaukee, Wisconsin 53202

P.O. Box 1348

Milwaukee, Wisconsin 53201-1348

Distributor:

M&I Distributors, LLC

111 East Kilbourn Avenue

Milwaukee, Wisconsin 53202

Adviser:

M&I Investment Management Corp.

111 East Kilbourn Avenue, Suite 200

Milwaukee, Wisconsin 53202

Sub-Adviser to Pyrford Global Strategic Return Fund and Pyrford International Stock Fund:

Pyrford International Ltd.

79 Grosvenor Street

London, U.K.

Sub-Adviser to Lloyd George Emerging Markets Equity Fund:

Lloyd George Management (Hong Kong) Limited

Suite 3808

One Exchange Square Central

Hong Kong, Hong Kong

Sub-Adviser to TCH Corporate Income Fund and TCH Core Plus Bond Fund:

Taplin, Canida & Habacht, LLC

1001 Brickell Bay Drive, Suite 2100

Miami, Florida 33131

Sub-Adviser to Monegy High Yield Bond Fund:

HIM Monegy, Inc.

302 Bay Street, 12th Floor

Toronto, ON, Canada M5X 1A1

Custodian and Administrator

(except for Pyrford International Stock, Lloyd George Emerging Markets Equity and Pyrford Global Strategic Return):

Marshall & Ilsley Trust Company N.A.

111 East Kilbourn Avenue, Suite 200

Milwaukee, Wisconsin 53202

 

App. B-1


Table of Contents

Custodian and Portfolio Accounting Services Agent to Pyrford International Stock, Lloyd George Emerging Markets Equity and Pyrford Global Strategic Return:

State Street Bank & Trust Company

200 Clarendon Street

Boston, Massachusetts 02116

Transfer Agent and Dividend Disbursing Agent:

Boston Financial Data Services, Inc.

2000 Crown Colony Drive

Quincy, Massachusetts 02171

Sub-Administrator and Portfolio Accounting Services Agent

(except for Pyrford International Stock, Lloyd George Emerging Markets Equity and Pyrford Global Strategic Return):

UMB Fund Services, Inc.

803 West Michigan Street

Milwaukee, Wisconsin 53233

Shareholder Servicing Agent:

BMO Funds U.S. Services

P.O. Box 55931

Boston, MA 02205-5931

Legal Counsel:

Vedder Price P.C.

222 North LaSalle Street

Chicago, Illinois 60601

Independent Registered Public Accounting Firm:

KPMG LLP

777 East Wisconsin Avenue

Milwaukee, WI 53202

 

App. B-2


Table of Contents

MARSHALL FUNDS, INC.

PART C

OTHER INFORMATION

Item 28. Exhibits.

 

(a)(1)   Articles of Incorporation dated July 30, 1992 4
(a)(2)   Amendment No. 1 to Articles of Incorporation dated August 11, 1992 4
(a)(3)   Amendment No. 2 to Articles of Incorporation dated September 14, 1992 4
(a)(4)   Amendment No. 3 to Articles of Incorporation dated April 23, 1993 4
(a)(5)   Amendment No. 4 to Articles of Incorporation dated November 1, 1993 2
(a)(6)   Amendment No. 5 to Articles of Incorporation dated July 25, 1994 4
(a)(7)   Amendment No. 6 to Articles of Incorporation dated October 24, 1994 6
(a)(8)   Amendment No. 7 to Articles of Incorporation dated July 22, 1996 7
(a)(9)   Amendment No. 8 to Articles of Incorporation dated April 28, 1997 8
(a)(10)   Amendment No. 9 to Articles of Incorporation dated October 26, 1998 9
(a)(11)   Amendment No. 10 to Articles of Incorporation dated June 7, 1999 10
(a)(12)   Amendment No. 11 to Articles of Incorporation dated January 31, 2000 11
(a)(13)   Amendment No. 12 to Articles of Incorporation dated July 10, 2000 12
(a)(14)   Amendment No. 13 to Articles of Incorporation dated February 26, 2004 15
(a)(15)   Amendment No. 14 to Articles of Incorporation dated July 30, 2004 15
(a)(16)   Amendment No. 15 to Articles of Incorporation dated June 21, 2005 17
(a)(17)   Amendment No. 16 to Articles of Incorporation dated October 26, 2005 17
(a)(18)   Amendment No. 17 to Articles of Incorporation dated May 7, 2007 19
(a)(19)   Amendment No. 18 to Articles of Incorporation dated January 29, 2008 21
(a)(20)   Amendment No. 19 to Articles of Incorporation dated December 11, 2008 23
(a)(21)   Amendment No. 20 to Articles of Incorporation dated July 15, 2009 24
(a)(22)   Amendment No. 21 to Articles of Incorporation dated May 11, 2010 26
(a)(23)   Amendment No. 22 to Articles of Incorporation dated November 30, 2010 27
(a)(24)   Amendment No. 23 to Articles of Incorporation dated February 3, 2011 28
(a)(25)   Amendment No. 24 to Articles of Incorporation dated December 19, 2011 32

 

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(a)(26)   Amendment No. 25 to Articles of Incorporation dated December 28, 2011 #
(b)   By-Laws As Amended and Restated through July 8, 2009 24
(c)   Instruments Defining Rights of Security Holders — Incorporated by reference to the Articles of Incorporation and By-Laws
(d)(1)   Form of Investment Advisory Contract with M&I Investment Management Corp. 29
(d)(2)   Form of Amended and Restated Schedules A and B to Investment Advisory Contract #
(d)(3)   Form of Sub-Advisory Agreement with Pyrford International Ltd. for Pyrford International Stock Fund and Pyrford Global Strategic Return Fund #
(d)(4)   Form of Sub-Advisory Agreement with Lloyd George Management (Hong Kong) Ltd. for Lloyd George Emerging Markets Equity Fund #
(d)(5)   Form of Sub-Advisory Agreement with Taplin, Canida & Habacht, LLC for TCH Corporate Income Fund and TCH Core Plus Bond Fund 30
(d)(6)   Form of Sub-Advisory Agreement with HIM Monegy, Inc. for Monegy High Yield Bond Fund #
(e)(1)   Distribution Agreement with M&I Distributors, LLC dated July 5, 2011 31
(e)(2)   Amended and Restated Schedule A to Distribution Agreement #
(f)   Bonus or Profit Sharing Contracts—None
(g)(1)   Custodian Contract with Marshall & Ilsley Trust Company dated April 26, 1993 3
(g)(2)   Amendment to Custodian Contract dated November 1, 1995 17
(g)(3)   Amendment to Custodian Contract dated November 1, 2000 17
(g)(4)   Amendment to Custodian Contract dated June 22, 2001 13
(g)(5)   Custodian Agreement with State Street Bank and Trust Company (formerly Investors Bank & Trust Company) dated September 1, 2004 15
(g)(6)   Amended Appendix A to Custodian Agreement with State Street #
(h)(1)   Administrative Services Agreement with M&I Trust Company dated January 1, 2000 and Amendment No. 1 to Administrative Services Agreement dated September 15, 2000 14
(h)(2)   Amendment to Administrative Services Agreement dated June 22, 2001 13
(h)(3)   Amendment to Administrative Services Agreement dated November 1, 2007 20
(h)(4)   Amendment to Administrative Services Agreement dated July 1, 2008 22
(h)(5)   Form of Amendment to Administrative Services Agreement #
(h)(6)   Sub-Administration Agreement with UMB Fund Services, Inc. dated September 1, 2004 15
(h)(7)   Fifth Amended and Restated Schedule A to Sub-Administration Agreement #
(h)(8)   Shareholder Services Agreement dated July 5, 2011 31
(h)(9)   Form of Amended and Restated Exhibit 1 of Shareholder Services Agreement #

 

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(h)(10)   Transfer Agency and Service Agreement dated June 30, 2011 #
(h)(11)   Form of Amended Schedule A to Transfer Agency and Service Agreement #
(h)(12)   Fund Accounting Agreement with UMB Fund Services, Inc. dated September 1, 2004 15
(h)(13)   Fifth Amended and Restated Schedule A to Fund Accounting Agreement with UMB Fund Services, Inc. #
(h)(14)   Fund Accounting Agreement with State Street Bank and Trust Company (formerly Investors Bank & Trust Company) dated September 1, 2004 15
(h)(15)   Amendment to Fund Accounting Agreement with State Street Bank & Trust Company dated December 1, 2008 23
(h)(16)   Form of Expense Limitation Agreement 32
(i)(1)   Opinion and Consent 1
(i)(2)   Opinion and Consent of Godfrey & Kahn, S.C. dated May 31, 2007 19
(i)(3)   Opinion and Consent of Godfrey & Kahn, S.C. dated January 29, 2008 21
(i)(4)   Opinion and Consent of Godfrey & Kahn, S.C. dated December 15, 2008 23
(i)(5)   Opinion and Consent of Godfrey & Kahn, S.C. dated September 29, 2009 25
(i)(6)   Opinion and Consent of Godfrey & Kahn, S.C. dated August 30, 2010 26
(i)(7)   Opinion and Consent of Godfrey & Kahn, S.C. dated February 28, 2011 28
(i)(8)   Opinion and Consent of Godfrey & Kahn, S.C. #
(j)   Consent of Independent Registered Public Accounting Firm #
(k)   Omitted Financial Statements—None
(l)   Initial Capital Understanding 5
(m)(1)   Amended and Restated Rule 12b-1 Plan dated September 2, 2008 22
(m)(2)   Form of Sales and Services Agreement 22
(m)(3)   Form of Sales and Services Agreement, As Amended 26
(n)   Multiple Class Plan, amended and restated effective November 30, 2011 #
(o)   Reserved
(p)(1)   Marshall Funds and M&I Investment Management Corp. Code of Ethics dated August 1, 2008 23
(p)(2)   Pyrford International Ltd. Code of Ethics #
(p)(3)   Lloyd George Management (Hong Kong) Ltd. Code of Ethics 32
(p)(4)   Taplin, Canida & Habacht, LLC Code of Ethics 23
(p)(5)   HIM Monegy, Inc. Code of Ethics #
(p)(6)   M&I Distributors, LLC Code of Ethics dated January 1, 2008 22

 

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Table of Contents

 

 

#  

Filed herewith.

 

1  

Exhibit to PEA No. 5 filed April 23, 1993.*

 

2  

Exhibit to PEA No. 8 filed December 28, 1993.*

 

3  

Exhibit to PEA No. 10 filed July 1, 1994.*

 

4  

Exhibit to PEA No. 11 filed October 21, 1994.*

 

5  

Exhibit to PEA No. 14 filed December 26, 1995.*

 

6  

Exhibit to PEA No. 15 filed June 17, 1996.*

 

7  

Exhibit to PEA No. 17 filed August 30, 1996.*

 

8  

Exhibit to PEA No. 22 filed October 21, 1998.*

 

9  

Exhibit to PEA No. 27 filed August 27, 1999.*

 

10  

Exhibit to PEA No. 29 filed October 29, 1999.*

 

11  

Exhibit to PEA No. 31 filed March 1, 2000.*

 

12  

Exhibit to PEA No. 33 filed October 30, 2000.*

 

13  

Exhibit to PEA No. 34 filed October 29, 2001.*

 

14  

Exhibit to PEA No. 37 filed October 30, 2003.*

 

15  

Exhibit to PEA No. 42 filed December 30, 2004.*

 

16  

Appendix to Definitive Proxy Statement filed July 13, 2005.

 

17  

Exhibit to PEA No. 46 filed October 31, 2005.*

 

18  

Exhibit to PEA No. 47 filed October 31, 2006.*

 

19  

Exhibit to PEA No. 49 filed June 1, 2007.*

 

20  

Exhibit to PEA No. 51 filed November 30, 2007.*

 

21  

Exhibit to PEA No. 52 filed January 29, 2008.*

 

22  

Exhibit to PEA No. 53 filed September 16, 2008.*

 

23  

Exhibit to PEA No. 55 filed December 15, 2008.*

 

24  

Exhibit to PEA No. 56 filed July 16, 2009.*

 

25  

Exhibit to PEA No. 58 filed September 30, 2009.*

 

26  

Exhibit to PEA No. 64 filed August 30, 2010.*

 

27  

Exhibit to PEA No. 66 filed December 15, 2010.*

 

28  

Exhibit to PEA No. 70 filed February 28, 2011.*

 

29  

Appendix B to Definitive Proxy Statement on Schedule 14A filed August 24, 2011.*

 

30  

Appendix C to Definitive Proxy Statement on Schedule 14A filed August 24, 2011.*

 

31  

Exhibit to PEA No. 72 filed October 14, 2011.*

 

32  

Exhibit to PEA No. 75 filed December 23, 2011.*

 

* Incorporated by reference.

Item 29. Persons Controlled by or Under Common Control with Registrant.

The information in the Statement of Additional Information captions “Account and Share Information – Control Persons and Principal Shareholders” and “Directors and Officers – Adviser to the Fund” is incorporated by reference.

Item 30. Indemnification.

Reference is made to Article IX of the Registrant’s By-Laws and Section 4 of the Distribution Agreement between the Registrant and M&I Distributors, LLC.

The Registrant’s By-Laws provide for indemnification of its officers and directors to the fullest extent permitted by Wisconsin Business Corporation Law and applicable federal and state securities laws. Notwithstanding the foregoing, the By-Laws state that this indemnification will not protect any officer or director against liability to the Registrant or any shareholder by reason of his/her willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such officer’s or director’s office.

The Distribution Agreement between the Registrant and the Distributor provides that the Registrant will indemnify the Distributor and any of its officers, directors, employees and control persons against certain losses incurred under the securities laws or otherwise, arising out of or based upon any alleged untrue statement or omission of a material fact contained in the Registrant’s SEC filings or other documents and in certain other circumstances.

 

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Table of Contents

The Registrant’s directors and officers are insured under a policy of insurance maintained by the Registrant against certain liabilities that might be imposed as a result of actions, suit or proceedings to which they are parties by reason of being or having been such directors or officers.

In addition, each of the directors who is not an “interested person” (as defined under the Investment Company Act of 1940) of Registrant (a “Non-interested Director”) has entered into an indemnification agreement with Registrant, which agreement provides that the Registrant shall indemnify the Non-interested Director against certain liabilities which such Director may incur while acting in the capacity as a director, officer or employee of the Registrant to the fullest extent permitted by law, now or in the future, and requires indemnification and advancement of expenses unless prohibited by law. The indemnification agreement cannot be altered without the consent of the Non-interested Director and is not affected by amendment of the Articles of Incorporation. In addition, the indemnification agreement adopts certain presumptions and procedures which may make the process of indemnification and advancement of expenses more timely, efficient and certain. In accordance with Section 17(h) of the Investment Company Act of 1940, the indemnification agreement does not protect a Non-interested Director against any liability to the Registrant or its shareholders to which such Non-interested Director would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.

Item 31. Business and Other Connections of the Investment Adviser.

M&I Investment Management Corp. (the “Adviser”) serves as the investment adviser for the Registrant. The Adviser is a registered investment adviser and wholly-owned subsidiary of BMO Financial Corp., a financial services company headquartered in Chicago, Illinois, and an indirect wholly-owned subsidiary of the Bank of Montreal (“BMO”), a Canadian bank holding company. The business and other connections of the Adviser, as well as the names and titles of the executive officers and directors of the Adviser, are further described in the Adviser’s Uniform Application for Investment Adviser Registration (“Form ADV”) as filed with the SEC.

Pyrford International Ltd. (“Pyrford”) serves as the sub-adviser with respect to the Registrant’s Pyrford Global Strategic Return Fund and Pyrford International Stock Fund. Pyrford is a registered investment adviser. The business and other connections of Pyrford, as well as the names and titles of the executive officers and directors of Pyrford, are further described in Pyrford’s Form ADV as filed with the SEC.

Lloyd George Management (Hong Kong) Limited (“LGM(HK)”) serves as a sub-adviser with respect to the Registrant’s Lloyd George Emerging Markets Equity Fund. LGM(HK) is a registered investment adviser. The business and other connections of LGM(HK), as well as the names and titles of the executive officers and directors of LGM(HK), are further described in LGM(HK)’s Form ADV as filed with the SEC.

Taplin, Canida & Habacht, LLC (“TCH”) serves as the sub-adviser with respect to the Registrant’s TCH Corporate Income Fund and TCH Core Plus Bond Fund. TCH is a registered investment adviser. The business and other connections of TCH, as well as the names and titles of the executive officers and directors of TCH, are further described in TCH’s Form ADV as filed with the SEC.

HIM Monegy, Inc (“Monegy”) serves as the sub-adviser with respect to the Registrant’s Monegy High Yield Bond Fund. Monegy is a registered investment adviser. The business and other connections of Monegy, as well as the names and titles of the executive officers and directors of Monegy, are further described in Monegy’s Form ADV as filed with the SEC.

 

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BMO is the ultimate parent company of the Adviser, Pyrford, LGM(HK), TCH and Monegy. Accordingly, the Adviser, Pyrford, LGM(HK), TCH and Monegy are affiliates. To the best of Registrant’s knowledge, none of the Adviser’s directors or executive officers is or has been engaged in any other business, profession, vocation or employment of a substantial nature for the past two fiscal years, except as noted in the “Directors and Officers” section of the Registrant’s Statement of Additional Information, which is incorporated herein by reference.

Item 32. Principal Underwriters.

(a) None.

(b) To the best of Registrant’s knowledge, the executive officers of M&I Distributors, LLC are as follows:

 

Name and Principal

Business Address*

  

Positions and Offices with

M&I Distributors, LLC

  

Positions and Offices with

Registrant

William J. Crain, Jr.

  

Director, Senior Vice

President and Chief

Financial Officer

   None

William K. Curtis

  

Director, Senior Vice

President and Chief

Operating Officer

   None

Kenneth C. Krei

   Director, Chairman    None

James F. Duca II

  

Director, President, CEO

and Managing Member

   None

 

* The address of each of the foregoing is 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202.

(c) Not applicable.

Item 33. Location of Accounts and Records.

The books and records required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules under that section are maintained in the following locations:

 

Records Relating to:

  

Are located at:

Registrant’s Transfer Agent and Dividend Disbursing Agent

  

Boston Financial Data Services Inc.

2000 Crown Colony Drive

Quincy, MA 02171

Registrant’s Administrator and Sub-Transfer Agent

  

Marshall & Ilsley Trust Company N.A.

111 East Kilbourn Avenue, Suite 200

Milwaukee, WI 53202

 

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Records Relating to:

  

Are located at:

Registrant’s Sub-Administrator and Portfolio Accounting Services Agent (except Pyrford International Stock Fund, Lloyd George Emerging Markets Equity Fund and Pyrford Global Strategic Return Fund)   

UMB Fund Services, Inc.

803 West Michigan Street

Milwaukee, WI 53233

Registrant’s Investment Adviser

  

M&I Investment Management Corp.

111 East Kilbourn Avenue, Suite 200

Milwaukee, WI 53202

Registrant’s Sub-Adviser to Pyrford Global Strategic Return Fund and Pyrford International Stock Fund   

Pyrford International Ltd.

79 Grosvenor Street

London, U.K.

Registrant’s Sub-Adviser to Monegy High Yield Bond Fund

  

HIM Monegy, Inc.

302 Bay Street, 12 th Floor

Toronto, ON, Canada M5X 1A1

Registrant’s Sub-Adviser to Lloyd George Emerging Markets Equity Fund   

Lloyd George Management (Hong Kong) Limited

Suite 3808

One Exchange Square Central

Hong Kong, Hong Kong

Registrant’s Sub-Adviser to TCH Corporate Income Fund and TCH Core Plus Bond Fund   

Taplin, Canida & Habacht, LLC

1001 Brickell Bay Drive, Suite 2100

Miami, Florida 33131

Registrant’s Custodian (except Pyrford International Stock Fund, Lloyd George Emerging Markets Equity Fund and Pyrford Global Strategic Return Fund)   

Marshall & Ilsley Trust Company N.A.

111 East Kilbourn Avenue, Suite 200

Milwaukee, WI 53202

Registrant’s Custodian and Portfolio Accounting Services Agent (Pyrford International Stock Fund, Lloyd George Emerging Markets Equity Fund and Pyrford Global Strategic Return Fund)   

State Street Bank & Trust Company

200 Clarendon Street

P.O. Box 9130

Boston, MA 02116

Registrant’s Distributor

  

M&I Distributors, LLC

111 East Kilbourn Avenue, Suite 200

Milwaukee, WI 53202

Item 34. Management Services.

None.

Item 35. Undertakings.

Not applicable.

 

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EXHIBIT INDEX

 

(a)(26)   Amendment No. 25 to Articles of Incorporation dated December 28, 2011
(d)(2)   Form of Amended and Restated Schedules A and B to Investment Advisory Contract with M&I Investment Management Corp.
(d)(3)   Form of Sub-Advisory Agreement with Pyrford International Ltd. for International Stock Fund and Global Strategic Return Fund
(d)(4)   Form of Sub-Advisory Agreement with Lloyd George Management (Hong Kong) Ltd. for Emerging Markets Equity Fund
(d)(6)   Form of Sub-Advisory Agreement with HIM Monegy, Inc. for Monegy High Yield Bond Fund
(e)(2)   Amended and Restated Schedule A to Distribution Agreement
(g)(6)   Amended Appendix A to Custodian Agreement with State Street
(h)(5)   Form of Amendment to Administrative Services Agreement
(h)(7)   Fifth Amended and Restated Schedule A to Sub-Administration Agreement
(h)(9)   Form of Amended and Restated Exhibit 1 of Shareholder Services Agreement
(h)(10)   Transfer Agency and Service Agreement dated June 30, 2011
(h)(11)   Form of Amended Schedule A to Transfer Agency and Service Agreement
(h)(13)   Fifth Amended and Restated Schedule A to Fund Accounting Agreement with UMB Fund Services, Inc.
(i)(8)   Opinion and Consent of Godfrey & Kahn, S.C.
(j)   Consent of Independent Public Accounting Firm
(n)   Multiple Class Plan, amended and restated effective November 30, 2011
(p)(2)   Pyrford International Ltd. Code of Ethics
(p)(5)   HIM Monegy, Inc. Code of Ethics

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 76 to the Registration Statement on Form N-1A to be signed on its behalf by the undersigned, duly authorized, in the City of Milwaukee and the State of Wisconsin on the 29 th day of December, 2011.

 

 

MARSHALL FUNDS, INC.

(Registrant)

By:   /s/    John M. Blaser     
  John M. Blaser
  President

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 76 to the Registration Statement on Form N-1A has been signed below on December 29, 2011 by the following persons in the capacities indicated.

 

Signature

  

Title

/s/     John M. Blaser

John M. Blaser

  

President (principal executive officer) and Director

/s/     Timothy M. Bonin

Timothy M. Bonin

  

Treasurer (principal financial officer)

*

Larry D. Armel

  

Director

*

Ridge A. Braunschweig

  

Director

**

Ellen M. Costello

  

Director

*

Benjamin M. Cutler

  

Director

*

John A. Lubs

  

Director

*

James Mitchell

  

Director

*

Barbara J. Pope

  

Director

 

*By:   /s/    John M. Blaser          
   John M. Blaser

 

  Attorney in fact pursuant to Power of Attorney filed with Post-Effective Amendment No. 59 to the Registration Statement on Form N-1A

 

**By:   /s/    John M. Blaser     
  John M. Blaser

 

  Attorney in fact pursuant to Power of Attorney filed with Post-Effective Amendment No. 72 to the Registration Statement on Form N-1A

 

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Exhibit(a)(26)

TO BE EFFECTIVE AT 11:59 P.M. ON DECEMBER 28, 2011

MARSHALL FUNDS, INC.

AMENDMENT NO. 25

TO

ARTICLES OF INCORPORATION

The undersigned officer of Marshall Funds, Inc. (the “Corporation”) hereby certifies that in accordance with Section 180.1002 of the Wisconsin Statutes, the following Amendment of the Corporation’s Articles of Incorporation, as amended (the “Articles”) was duly adopted to:

 

  (i) replace “Marshall” with “BMO” in the name of certain classes of the Corporation’s common stock;

 

  (ii) create BMO Dividend Income Fund, BMO Monegy High Yield Bond Fund, BMO Pyrford Global Strategic Return Fund and BMO Pyrford International Stock Fund as four additional classes of common stock, each with Series Y and Series I series of shares;

 

  (iii) change the name of the Marshall Core Plus Bond Fund to the BMO TCH Core Plus Bond Fund;

 

  (iv) change the name of the Marshall Corporate Income Fund to the BMO TCH Corporate Income Fund; and

 

  (v) change the name of the Marshall Emerging Markets Equity Fund to the BMO Lloyd George Emerging Markets Equity Fund.

“The Articles are hereby amended as follows:

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

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

 

CLASS

  

SERIES

  

AUTHORIZED NUMBER
OF SHARES

Investor Class

     

BMO Large-Cap Value Fund

   Series Y    Indefinite

BMO Government Income Fund

   Series Y    Indefinite

BMO Short-Intermediate Bond Fund

   Series Y    Indefinite

BMO Mid-Cap Growth Fund

   Series Y    Indefinite

BMO Prime Money Market Fund

   Series Y    Indefinite

BMO Government Money Market Fund

   Series Y    Indefinite


CLASS

  

SERIES

  

AUTHORIZED NUMBER
OF SHARES

BMO Short-Term Income Fund

   Series Y    Indefinite

BMO Large-Cap Growth Fund

   Series Y    Indefinite

BMO Mid-Cap Value Fund

   Series Y    Indefinite

BMO Intermediate Tax-Free Fund

   Series Y    Indefinite

Marshall International Stock Fund

   Series Y    Indefinite

BMO Small-Cap Growth Fund

   Series Y    Indefinite

BMO Tax-Free Money Market Fund

   Series Y    Indefinite

BMO Aggregate Bond Fund

   Series Y    Indefinite

BMO Lloyd George Emerging Markets Equity Fund

   Series Y    Indefinite

BMO TCH Core Plus Bond Fund

   Series Y    Indefinite

BMO TCH Corporate Income Fund

   Series Y    Indefinite

BMO Ultra Short Tax-Free Fund

   Series Y    Indefinite

BMO Large-Cap Focus Fund

   Series Y    Indefinite

BMO Small-Cap Value Fund

   Series Y    Indefinite

BMO Dividend Income Fund

   Series Y    Indefinite

BMO Monegy High Yield Bond Fund

   Series Y    Indefinite

BMO Pyrford Global Strategic Return Fund

   Series Y    Indefinite

BMO Pyrford International Stock Fund

   Series Y    Indefinite

Institutional Class

     

BMO Prime Money Market Fund

   Series I    Indefinite

BMO Government Money Market Fund

   Series I    Indefinite

BMO Tax-Free Money Market Fund

   Series I    Indefinite

BMO Aggregate Bond Fund

   Series I    Indefinite

BMO Government Income Fund

   Series I    Indefinite

BMO Short-Intermediate Bond Fund

   Series I    Indefinite

BMO Short-Term Income Fund

   Series I    Indefinite

BMO Small-Cap Growth Fund

   Series I    Indefinite

BMO Mid-Cap Growth Fund

   Series I    Indefinite

BMO Mid-Cap Value Fund

   Series I    Indefinite

BMO Large-Cap Growth Fund

   Series I    Indefinite

BMO Large-Cap Value Fund

   Series I    Indefinite

BMO Lloyd George Emerging Markets Equity Fund

   Series I    Indefinite

BMO TCH Core Plus Bond Fund

   Series I    Indefinite

BMO TCH Corporate Income Fund

   Series I    Indefinite

BMO Ultra Short Tax-Free Fund

   Series I    Indefinite

BMO Large-Cap Focus Fund

   Series I    Indefinite

BMO Intermediate Tax-Free Fund

   Series I    Indefinite

Marshall International Stock Fund

   Series I    Indefinite

BMO Small-Cap Value Fund

   Series I    Indefinite

BMO Dividend Income Fund

   Series I    Indefinite

BMO Monegy High Yield Bond Fund

   Series I    Indefinite

BMO Pyrford Global Strategic Return Fund

   Series I    Indefinite

BMO Pyrford International Stock Fund

   Series I    Indefinite’”

 

2


This Amendment to the Articles was adopted by the Board of Directors on November 2, 2011 in accordance with Sections 180.1002 and 180.0602 of the Wisconsin Statutes. Prior to this Amendment, none of the shares of the BMO Dividend Income Fund, BMO Monegy High Yield Bond Fund, BMO Pyrford Global Strategic Return Fund or BMO Pyrford International Stock Fund have been issued.

Executed in duplicate this 28 th day of December, 2011.

 

MARSHALL FUNDS, INC.
By:   /s/    John M. Blaser         
  John M. Blaser, President

This instrument was drafted by:

Michele L. Racadio

Godfrey & Kahn, S.C.

780 N. Water Street

Milwaukee, Wisconsin 53202

 

3

Exhibit (d)(2)

AMENDED AND RESTATED

SCHEDULE A

(as of December 29, 2012)

BMO Funds

 

Portfolio

  

Effective Date

  

Initial Term

BMO Large-Cap Value Fund

   October 6, 2011    August 31, 2012

BMO Dividend Income Fund

   December 29, 2011    August 31, 2012

BMO Large-Cap Growth Fund

   October 6, 2011    August 31, 2012

BMO Large-Cap Focus Fund

   October 6, 2011    August 31, 2012

BMO Mid-Cap Value Fund

   October 6, 2011    August 31, 2012

BMO Mid-Cap Growth Fund

   October 6, 2011    August 31, 2012

BMO Small-Cap Value Fund

   October 6, 2011    August 31, 2012

BMO Small-Cap Growth Fund

   October 6, 2011    August 31, 2012

BMO Pyrford International Stock Fund

   December 29, 2011    August 31, 2012

BMO Lloyd George Emerging Markets Equity Fund

   October 6, 2011    August 31, 2012

BMO Pyrford Global Strategic Return Fund

   December 29, 2011    August 31, 2012

BMO Ultra Short Tax-Free Fund

   October 6, 2011    August 31, 2012

BMO Short-Term Income Fund

   October 6, 2011    August 31, 2012

BMO Short-Intermediate Bond Fund

   October 6, 2011    August 31, 2012

BMO Intermediate Tax-Free Fund

   October 6, 2011    August 31, 2012

BMO Government Income Fund

   October 6, 2011    August 31, 2012

BMO TCH Corporate Income Fund

   October 6, 2011    August 31, 2012

BMO Aggregate Bond Fund

   October 6, 2011    August 31, 2012

BMO TCH Core Plus Bond Fund

   October 6, 2011    August 31, 2012

BMO Monegy High Yield Bond Fund

   December 29, 2011    August 31, 2012

BMO Government Money Market Fund

   October 6, 2011    August 31, 2012

BMO Tax-Free Money Market Fund

   October 6, 2011    August 31, 2012

BMO Prime Money Market Fund

   October 6, 2011    August 31, 2012


AMENDED AND RESTATED SCHEDULE B

For all services rendered by the Adviser pursuant to the Agreement, each Portfolio of the Fund shall pay to the Adviser and the Adviser agrees to accept as full compensation for all services rendered, an annual investment advisory fee calculated by applying the applicable annual rate to the average daily net assets of the Portfolio as set forth below.

 

     Annual Investment Advisory Fee as a Percentage of
Each Portfolio’s Aggregate Daily Net Assets
 

Portfolio

   on the first
$500 million
     on the next
$200 million
     on the next
$100 million
     in excess of
$800 million
 

BMO Large-Cap Value Fund

     0.75%         0.74%         0.70%         0.65%   

BMO Dividend Income Fund

     0.50%         0.49%         0.45%         0.40%   

BMO Large-Cap Growth Fund

     0.75%         0.74%         0.70%         0.65%   

BMO Large-Cap Focus Fund

     0.50%         0.49%         0.45%         0.40%   

BMO Mid-Cap Value Fund

     0.75%         0.74%         0.70%         0.65%   

BMO Mid-Cap Growth Fund

     0.75%         0.74%         0.70%         0.65%   

BMO Small-Cap Value Fund

     0.75%         0.75%         0.75%         0.75%   

BMO Small-Cap Growth Fund

     1.00%         1.00%         1.00%         1.00%   

BMO Pyrford International Stock Fund

     0.80%         0.79%         0.75%         0.70%   

BMO Lloyd George Emerging Markets Equity Fund

     0.90%         0.89%         0.85%         0.80%   

BMO Pyrford Global Strategic Return Fund

     0.80%         0.79%         0.75%         0.70%   

BMO Ultra Short Tax-Free Fund

     0.20%         0.19%         0.10%         0.10%   

BMO Short-Term Income Fund

     0.20%         0.19%         0.10%         0.10%   

BMO Short-Intermediate Bond Fund

     0.40%         0.39%         0.30%         0.25%   

BMO Intermediate Tax-Free Fund

     0.30%         0.29%         0.20%         0.15%   

BMO Government Income Fund

     0.40%         0.39%         0.30%         0.25%   

BMO TCH Corporate Income Fund

     0.25%         0.24%         0.15%         0.10%   

BMO Aggregate Bond Fund

     0.40%         0.39%         0.30%         0.25%   

BMO TCH Core Plus Bond Fund

     0.25%         0.24%         0.15%         0.10%   

BMO Monegy High Yield Bond Fund

     0.50%         0.50%         0.50%         0.50%   

 

     Annual Investment Advisory Fee as a Percentage of
Each Portfolio’s Aggregate Daily Net Assets
 

Portfolio

   on the first
$2 billion
     on the next
$2 billion
     on the next
$2 billion
     on the next
$2 billion
     in excess
of $8 billion
 

Marshall Government Money Market Fund

     0.200%         0.185%         0.170%         0.155%         0.140%   

Marshall Tax-Free Money Market Fund

     0.200%         0.185%         0.170%         0.155%         0.140%   

Marshall Prime Money Market Fund

     0.150%         0.135%         0.120%         0.105%         0.090%   

The investment advisory fee shall accrue daily at the rate of 1/365th of the applicable annual rate applied to the daily net assets of the Portfolio. The investment advisory fee so accrued shall be paid to the Adviser monthly.

 

2


Effective this          day of                          , 201      .

 

 

Marshall Funds, Inc.     M&I Investment Management Corp.
By:         By:    
Name:       John M. Blaser     Name:       Tommy O. Huie
Title:       President     Title:       President

 

 

 

3

Exhibit (d)(3)

SUBADVISORY AGREEMENT

AGREEMENT made as of the 29th day of December, 2011 by and between M&I Investment Management Corp., an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), organized under the laws of Wisconsin and having its principal place of business in Milwaukee, Wisconsin (the “Adviser”), and Pyrford International Ltd, a corporation organized under the laws of the United Kingdom and an investment adviser registered under the Advisers Act (the “Subadviser”).

WITNESSETH

WHEREAS, Marshall Funds, Inc. (the “Corporation”) is an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, pursuant to authority granted the Adviser by the Corporation’s Board of Directors (the “Board” or the “Directors”) and pursuant to the provisions of the Investment Advisory Agreement dated October 6, 2011, between the Adviser and the Corporation (the “Advisory Agreement”), the Adviser has selected the Subadviser to act as a sub-investment adviser of the Corporation’s portfolios named on an Exhibit to this Agreement (each a “Fund”) and to provide certain other services, as more fully set forth below, and to perform such services under the terms and conditions hereinafter set forth.

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

 

  1. The Subadviser’s Services .

 

  (a) Within the framework of the fundamental policies, investment objectives, and investment restrictions of each Fund, and subject to the supervision and review of the Adviser and oversight of the Board, the Subadviser shall have the sole and exclusive responsibility for the making of all investment decisions for that portion of each Fund’s portfolio as designated by the Adviser (each, a “Portfolio”), including the purchase, retention and disposition of securities, in accordance with each Fund’s investment objectives, policies and restrictions as stated in the Corporation’s Registration Statement, including the Prospectus and Statement of Additional Information (such Registration Statement, as currently in effect and as amended or supplemented from time to time, collectively called the “Prospectus”) and subject to the following understandings:

 

  (i) The Subadviser shall supervise each Portfolio’s investments and determine from time to time what securities will be purchased, retained, sold or loaned by such Portfolio, and what portion of the assets will be invested or held uninvested as cash.

 

  (ii) In performance of its duties and obligations under this Agreement, the Subadviser shall act in conformity with the Corporation’s Articles of Incorporation and By-Laws; the Fund’s Prospectus, policies and procedures; and the instructions and directions received in writing from the Adviser or the Board and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (including the requirements for qualification as a regulated investment company) and all other applicable federal and state laws and regulations.


  (iii) As of the date of this Agreement 100% of each Fund’s investable assets will be allocated to the applicable Portfolio; provided, however, that the Adviser has the right at any time to reallocate the portion of the Fund’s assets allocated to a Portfolio pursuant to this Agreement if the Adviser deems such reallocation appropriate.

 

  (b) The Subadviser shall not be responsible for the provision of administrative, bookkeeping or accounting services to each Fund, except as otherwise provided herein or as may be necessary for the Subadviser to supply to the Adviser, the Corporation or the Board the information required to be supplied under this Agreement.

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

 

  (c) The Subadviser shall determine the securities to be purchased or sold by each Fund in respect of the Portfolio and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage as set forth in each Fund’s Prospectus. Subject to the provisions of the following paragraph, the Subadviser will take reasonable steps to assure that Portfolio transactions are effected at the best price and execution available, as such phrase is used in each Fund’s Prospectus.

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

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

 

2


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

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

 

  (d) From time to time as the Adviser or the Board may reasonably request, the Subadviser shall furnish the Adviser and the Board reports of Portfolio transactions and reports on securities held in the Portfolio, all in such detail as the Adviser or the Board may reasonably request. The Subadviser will also inform the Adviser and the Board of material changes in investment strategy or tactics or in key personnel and will provide reasonable prior notice of any changes to Subadviser’s ownership.

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

 

  (e) The Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of each Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the Portfolio, in accordance with the Subadviser’s proxy voting policies, which shall be provided, along with any amendments, to the Corporation, or such other proxy voting policy approved by the Board. The Subadviser’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Adviser shall cause to be forwarded to the Subadviser. The Subadviser further agrees that it will provide the Board, as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format that shall comply with the 1940 Act. Upon reasonable request, the Subadviser shall provide the Adviser with all proxy voting records relating to each Portfolio, including but not limited to those required by Form N-PX. Upon request of the Adviser, the Subadviser will also provide an annual certification, in a form reasonably acceptable to Adviser, attesting to the accuracy and completeness of such proxy voting records.

 

3


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

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

 

4


will pay expenses incurred by the Corporation or a Fund for any matters related to any transaction or event caused by the Subadviser that is deemed to result in a change of control of the Subadviser or otherwise result in the assignment of this Agreement under the 1940 Act. The Adviser shall be responsible for any travel costs it incurs in connection with on-site inspections of the Subadviser.

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

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

 

  (a) The Subadviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

 

  (b) The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Adviser and the Corporation with a copy of such code of ethics. On at least an annual basis, the Subadviser will comply with the reporting requirements of Rule 17j-1, which include (i) certifying to the Adviser that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating the Subadviser’s code of ethics, and (ii) identifying any material violations which have occurred with respect to the code of ethics. Upon reasonable notice from and the reasonable request of the Adviser, the Subadviser shall permit the Adviser, its employees and its agents to examine the reports required to be made by the Subadviser pursuant to Rule 17j-1 and all other records relevant to the Subadviser’s code of ethics.

 

  (c) The Subadviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Subadviser, its employees, officers and agents. Upon reasonable notice to and reasonable request, the Subadviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Portfolio. The Subadviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures.

 

  (d) The Subadviser has adopted written proxy voting procedures that shall comply with the requirements of the 1940 Act and the Advisers Act.

 

5


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

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

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

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

9. Duration and Termination .

 

  (a) Duration . This Agreement shall become effective with respect to a Fund after it has been approved in accordance with the requirements of the 1940 Act and the Exhibit relating to the Fund has been executed by the Adviser and Subadviser, and shall continue in effect for the initial term set forth on the Exhibit and thereafter for successive periods of one year, subject in both cases to the provisions for termination and all of the other terms and conditions hereof and provided in the latter case that such continuation is specifically approved at least annually by (i) the affirmative vote of a majority of the Directors voting in person, including a majority of the Directors who are not interested persons of the Corporation, the Adviser or the Subadviser, at a meeting called for that purpose, or (ii) the affirmative vote of a majority of the outstanding voting securities of each Fund.

 

  (b) Termination . Notwithstanding anything to the contrary provided herein, this Agreement may be terminated at any time with respect to a Fund, without payment of any penalty, by the affirmative vote of a majority of the Directors, or by the affirmative vote of a majority of the outstanding voting securities of such Fund or by the Adviser, in each case upon not more than 60 nor less than 30 calendar days’ written notice to the Subadviser. The Subadviser may terminate this Agreement at any time, without payment of any penalty, upon not less than 60 calendar days’ written notice to the Adviser. This Agreement shall also terminate automatically in the event of its assignment by either party (as defined under the 1940 Act) and upon the termination of the Advisory Agreement.

 

6


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

 

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

 

  (a) “Affirmative vote of a majority of the outstanding voting securities of the Fund” means the affirmative vote, at an annual or special meeting of shareholders of the Fund, duly called and held, of (i) 67% or more of the shares of the Fund present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting are present (in person or by proxy), or (ii) more than 50% of the outstanding shares of the Fund entitled to vote at such meeting, whichever is less.

 

  (b) “Interested persons” and “Assignment” shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

 

  11. Standard of Care, Liability and Indemnification .

 

  (a) The Subadviser shall exercise its best judgment in rendering the services provided by it under this Agreement. In the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser, or of reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to the Adviser or the Corporation, to any shareholder of the Fund, or to any person, firm or organization, for any act or omission in the course of, or connected with the rendering of services by Subadviser. Notwithstanding the foregoing, federal securities laws and certain state laws impose liabilities under certain circumstances on persons who have acted in good faith, and, therefore, nothing herein shall in any way constitute a waiver or limitation of any rights which a Fund or any shareholder of the Fund may have under any federal securities or state law.

 

  (b) The Subadviser shall indemnify and hold the Adviser harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to any action or failure or omission to act by the Subadviser as a result of the Subadviser’s willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties hereunder.

 

  (c) The Adviser shall indemnify and hold the Subadviser harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to any action or failure or omission to act by the Adviser as a result of the Adviser’s willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties hereunder.

 

7


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

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

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

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

 

M&I INVESTMENT MANAGEMENT CORP.
By:    
Name:  
Title:  

 

PYRFORD INTERNATIONAL LTD
By:    
Name:  
Title:  

 

8


Exhibit A

 

Fund Name

  

Subadvisory Fee

  

Initial Term

BMO Pyrford International Stock Fund

   Forty percent (40%) of the gross advisory fee received by Adviser from the Fund    August 31, 2012

BMO Pyrford Global Strategic Return Fund

   Forty percent (40%) of the gross advisory fee received by Adviser from the Fund    August 31, 2012

Executed as of this 29th day of December, 2011.

 

M&I INVESTMENT MANAGEMENT CORP.
By:    
Name:  
Title:  

 

PYRFORD INTERNATIONAL LTD
By:    
Name:  
Title:  

Exhibit (d)(4)

SUBADVISORY AGREEMENT

AGREEMENT made as of the 29th day of December, 2011 by and between M&I Investment Management Corp., an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), organized under the laws of Wisconsin and having its principal place of business in Milwaukee, Wisconsin (the “Adviser”), and Lloyd George Management (Hong Kong) Limited, a corporation organized under the laws of Hong Kong and an investment adviser registered under the Advisers Act (the “Subadviser”).

WITNESSETH

WHEREAS, Marshall Funds, Inc. (the “Corporation”) is an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, pursuant to authority granted the Adviser by the Corporation’s Board of Directors (the “Board” or the “Directors”) and pursuant to the provisions of the Investment Advisory Agreement dated October 6, 2011 between the Adviser and the Corporation (the “Advisory Agreement”), the Adviser has selected the Subadviser to act as a sub-investment adviser of the Corporation’s portfolio named on an Exhibit to this Agreement (the “Fund”) and to provide certain other services, as more fully set forth below, and to perform such services under the terms and conditions hereinafter set forth.

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

 

  1. The Subadviser’s Services .

 

  (a) Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund, and subject to the supervision and review of the Adviser and oversight of the Board, the Subadviser shall have the sole and exclusive responsibility for the making of all investment decisions for that portion of the Fund’s portfolio as designated by the Adviser (the “Portfolio”), including the purchase, retention and disposition of securities, in accordance with the Fund’s investment objectives, policies and restrictions as stated in the Corporation’s Registration Statement, including the Prospectus and Statement of Additional Information (such Registration Statement, as currently in effect and as amended or supplemented from time to time, collectively called the “Prospectus”) and subject to the following understandings:

 

  (i) The Subadviser shall supervise the Portfolio’s investments and determine from time to time what securities will be purchased, retained, sold or loaned by the Portfolio, and what portion of the assets will be invested or held uninvested as cash.

 

  (ii) In performance of its duties and obligations under this Agreement, the Subadviser shall act in conformity with the Corporation’s Articles of Incorporation and By-Laws; the Fund’s Prospectus, policies and procedures; and the instructions and directions received in writing from the Adviser or the Board and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (including the requirements for qualification as a regulated investment company) and all other applicable federal and state laws and regulations.

 


  (iii) As of the date of this Agreement 100% of the Fund’s investable assets will be allocated to the Portfolio; provided, however, that the Adviser has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Adviser deems such reallocation appropriate.

 

  (b) The Subadviser shall not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund, except as otherwise provided herein or as may be necessary for the Subadviser to supply to the Adviser, the Corporation or the Board the information required to be supplied under this Agreement.

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

 

  (c) The Subadviser shall determine the securities to be purchased or sold by the Fund in respect of the Portfolio and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage as set forth in the Fund’s Prospectus. Subject to the provisions of the following paragraph, the Subadviser will take reasonable steps to assure that Portfolio transactions are effected at the best price and execution available, as such phrase is used in the Fund’s Prospectus.

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

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

 

2


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

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

 

  (d) From time to time as the Adviser or the Board may reasonably request, the Subadviser shall furnish the Adviser and the Board reports of Portfolio transactions and reports on securities held in the Portfolio, all in such detail as the Adviser or the Board may reasonably request. The Subadviser will also inform the Adviser and the Board of material changes in investment strategy or tactics or in key personnel and will provide reasonable prior notice of any changes to Subadviser’s ownership.

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

 

  (e) The Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the Portfolio, in accordance with the Subadviser’s proxy voting policies, which shall be provided, along with any amendments, to the Corporation, or such other proxy voting policy approved by the Board. The Subadviser’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Adviser shall cause to be forwarded to the Subadviser. The Subadviser further agrees that it will provide the Board, as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format that shall comply with the 1940 Act. Upon reasonable request, the Subadviser shall provide the Adviser with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Adviser, the Subadviser will also provide an annual certification, in a form reasonably acceptable to Adviser, attesting to the accuracy and completeness of such proxy voting records.

 

3


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

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

 

4


will pay expenses incurred by the Corporation or the Fund for any matters related to any transaction or event caused by the Subadviser that is deemed to result in a change of control of the Subadviser or otherwise result in the assignment of this Agreement under the 1940 Act. The Adviser shall be responsible for any travel costs it incurs in connection with on-site inspections of the Subadviser.

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

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

 

  (a) The Subadviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

 

  (b) The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Adviser and the Corporation with a copy of such code of ethics. On at least an annual basis, the Subadviser will comply with the reporting requirements of Rule 17j-1, which include (i) certifying to the Adviser that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating the Subadviser’s code of ethics, and (ii) identifying any material violations which have occurred with respect to the code of ethics. Upon reasonable notice from and the reasonable request of the Adviser, the Subadviser shall permit the Adviser, its employees and its agents to examine the reports required to be made by the Subadviser pursuant to Rule 17j-1 and all other records relevant to the Subadviser’s code of ethics.

 

  (c) The Subadviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Subadviser, its employees, officers and agents. Upon reasonable notice to and reasonable request, the Subadviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Portfolio. The Subadviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures.

 

  (d) The Subadviser has adopted written proxy voting procedures that shall comply with the requirements of the 1940 Act and the Advisers Act.

 

5


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

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

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

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

 

  9. Duration and Termination .

 

  (a) Duration . This Agreement shall become effective with respect to the Fund after it has been approved in accordance with the requirements of the 1940 Act and the Exhibit relating to the Fund has been executed by the Adviser and Subadviser, and shall continue in effect for the initial term set forth on the Exhibit and thereafter for successive periods of one year, subject in both cases to the provisions for termination and all of the other terms and conditions hereof and provided in the latter case that such continuation is specifically approved at least annually by (i) the affirmative vote of a majority of the Directors voting in person, including a majority of the Directors who are not interested persons of the Corporation, the Adviser or the Subadviser, at a meeting called for that purpose, or (ii) the affirmative vote of a majority of the outstanding voting securities of the Fund.

 

  (b) Termination . Notwithstanding anything to the contrary provided herein, this Agreement may be terminated at any time, without payment of any penalty, by the affirmative vote of a majority of the Directors, or by the affirmative vote of a majority of the outstanding voting securities of the Fund or by the Adviser, in each case upon not more than 60 nor less than 30 calendar days’ written notice to the Subadviser. The Subadviser may terminate this Agreement at any time, without payment of any penalty, upon not less than 60 calendar days’ written notice to the Adviser. This Agreement shall also terminate automatically in the event of its assignment by either party (as defined under the 1940 Act) and upon the termination of the Advisory Agreement.

 

6


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

 

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

 

  (a) “Affirmative vote of a majority of the outstanding voting securities of the Fund” means the affirmative vote, at an annual or special meeting of shareholders of the Fund, duly called and held, of (i) 67% or more of the shares of the Fund present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting are present (in person or by proxy), or (ii) more than 50% of the outstanding shares of the Fund entitled to vote at such meeting, whichever is less.

 

  (b) “Interested persons” and “Assignment” shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

 

  11. Standard of Care, Liability and Indemnification .

 

  (a) The Subadviser shall exercise its best judgment in rendering the services provided by it under this Agreement. In the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser, or of reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to the Adviser or the Corporation, to any shareholder of the Fund, or to any person, firm or organization, for any act or omission in the course of, or connected with the rendering of services by Subadviser. Notwithstanding the foregoing, federal securities laws and certain state laws impose liabilities under certain circumstances on persons who have acted in good faith, and, therefore, nothing herein shall in any way constitute a waiver or limitation of any rights which the Fund or any shareholder of the Fund may have under any federal securities or state law.

 

  (b) The Subadviser shall indemnify and hold the Adviser harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to any action or failure or omission to act by the Subadviser as a result of the Subadviser’s willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties hereunder.

 

  (c) The Adviser shall indemnify and hold the Subadviser harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to any action or failure or omission to act by the Adviser as a result of the Adviser’s willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties hereunder.

 

7


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

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

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

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

M&I INVESTMENT MANAGEMENT CORP.
By:    
Name:  
Title:  
LLOYD GEORGE MANAGEMENT (HONG KONG) LIMITED
By:    
Name:  
Title:  

 

8


Exhibit A

 

Fund Name

  

Subadvisory Fee

  

Initial Term

BMO Lloyd George Emerging Markets Equity Fund    Forty percent (40%) of the gross advisory fee received by Adviser from the Fund    August 31, 2012

Executed as of this 29th day of December, 2011.

 

M&I INVESTMENT MANAGEMENT CORP.
By:    
Name:  
Title:  
LLOYD GEORGE MANAGEMENT (HONG KONG) LIMITED
By:    
Name:  
Title:  

 

9

Exhibit (d)(6)

SUBADVISORY AGREEMENT

AGREEMENT made as of the 29th day of December, 2011 by and between M&I Investment Management Corp., an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), organized under the laws of Wisconsin and having its principal place of business in Milwaukee, Wisconsin (the “Adviser”), and HIM Monegy, Inc., a corporation organized under the laws of Canada and an investment adviser registered under the Advisers Act (the “Subadviser”).

WITNESSETH

WHEREAS, Marshall Funds, Inc. (the “Corporation”) is an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, pursuant to authority granted the Adviser by the Corporation’s Board of Directors (the “Board” or the “Directors”) and pursuant to the provisions of the Investment Advisory Agreement dated October 6, 2011, between the Adviser and the Corporation (the “Advisory Agreement”), the Adviser has selected the Subadviser to act as a sub-investment adviser of the Corporation’s portfolio named on an Exhibit to this Agreement (the “Fund”) and to provide certain other services, as more fully set forth below, and to perform such services under the terms and conditions hereinafter set forth.

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

 

  1. The Subadviser’s Services .

 

  (a) Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund, and subject to the supervision and review of the Adviser and oversight of the Board, the Subadviser shall have the sole and exclusive responsibility for the making of all investment decisions for that portion of the Fund’s portfolio as designated by the Adviser (the “Portfolio”), including the purchase, retention and disposition of securities, in accordance with the Fund’s investment objectives, policies and restrictions as stated in the Corporation’s Registration Statement, including the Prospectus and Statement of Additional Information (such Registration Statement, as currently in effect and as amended or supplemented from time to time, collectively called the “Prospectus”) and subject to the following understandings:

 

  (i) The Subadviser shall supervise the Portfolio’s investments and determine from time to time what securities will be purchased, retained, sold or loaned by the Portfolio, and what portion of the assets will be invested or held uninvested as cash.

 

  (ii) In performance of its duties and obligations under this Agreement, the Subadviser shall act in conformity with the Corporation’s Articles of Incorporation and By-Laws; the Fund’s Prospectus, policies and procedures; and the instructions and directions received in writing from the Adviser or the Board and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (including the requirements for qualification as a regulated investment company) and all other applicable federal and state laws and regulations.


  (iii) As of the date of this Agreement 100% of the Fund’s investable assets will be allocated to the Portfolio; provided, however, that the Adviser has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Adviser deems such reallocation appropriate.

 

  (b) The Subadviser shall not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund, except as otherwise provided herein or as may be necessary for the Subadviser to supply to the Adviser, the Corporation or the Board the information required to be supplied under this Agreement.

 

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

 

  (c) The Subadviser shall determine the securities to be purchased or sold by the Fund in respect of the Portfolio and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage as set forth in the Fund’s Prospectus. Subject to the provisions of the following paragraph, the Subadviser will take reasonable steps to assure that Portfolio transactions are effected at the best price and execution available, as such phrase is used in the Fund’s Prospectus.

 

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

 

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

 

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

 

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

 

  (d) From time to time as the Adviser or the Board may reasonably request, the Subadviser shall furnish the Adviser and the Board reports of Portfolio transactions and reports on securities held in the Portfolio, all in such detail as the Adviser or the Board may reasonably request. The Subadviser will also inform the Adviser and the Board of material changes in investment strategy or tactics or in key personnel and will provide reasonable prior notice of any changes to Subadviser’s ownership.

 

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

 

  (e) The Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the Portfolio, in accordance with the Subadviser’s proxy voting policies, which shall be provided, along with any amendments, to the Corporation, or such other proxy voting policy approved by the Board. The Subadviser’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Adviser shall cause to be forwarded to the Subadviser. The Subadviser further agrees that it will provide the Board, as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format that shall comply with the 1940 Act. Upon reasonable request, the Subadviser shall provide the Adviser with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Adviser, the Subadviser will also provide an annual certification, in a form reasonably acceptable to Adviser, attesting to the accuracy and completeness of such proxy voting records.

 

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

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

 

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will pay expenses incurred by the Corporation or the Fund for any matters related to any transaction or event caused by the Subadviser that is deemed to result in a change of control of the Subadviser or otherwise result in the assignment of this Agreement under the 1940 Act. The Adviser shall be responsible for any travel costs it incurs in connection with on-site inspections of the Subadviser.

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

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

 

  (a) The Subadviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

 

  (b) The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Adviser and the Corporation with a copy of such code of ethics. On at least an annual basis, the Subadviser will comply with the reporting requirements of Rule 17j-1, which include (i) certifying to the Adviser that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating the Subadviser’s code of ethics, and (ii) identifying any material violations which have occurred with respect to the code of ethics. Upon reasonable notice from and the reasonable request of the Adviser, the Subadviser shall permit the Adviser, its employees and its agents to examine the reports required to be made by the Subadviser pursuant to Rule 17j-1 and all other records relevant to the Subadviser’s code of ethics.

 

  (c) The Subadviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Subadviser, its employees, officers and agents. Upon reasonable notice to and reasonable request, the Subadviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Portfolio. The Subadviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures.

 

  (d) The Subadviser has adopted written proxy voting procedures that shall comply with the requirements of the 1940 Act and the Advisers Act.

 

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

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

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

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

9. Duration and Termination .

 

  (a) Duration . This Agreement shall become effective with respect to the Fund after it has been approved in accordance with the requirements of the 1940 Act and the Exhibit relating to the Fund has been executed by the Adviser and Subadviser, and shall continue in effect for the initial term set forth on the Exhibit and thereafter for successive periods of one year, subject in both cases to the provisions for termination and all of the other terms and conditions hereof and provided in the latter case that such continuation is specifically approved at least annually by (i) the affirmative vote of a majority of the Directors voting in person, including a majority of the Directors who are not interested persons of the Corporation, the Adviser or the Subadviser, at a meeting called for that purpose, or (ii) the affirmative vote of a majority of the outstanding voting securities of the Fund.

 

  (b) Termination . Notwithstanding anything to the contrary provided herein, this Agreement may be terminated at any time, without payment of any penalty, by the affirmative vote of a majority of the Directors, or by the affirmative vote of a majority of the outstanding voting securities of the Fund or by the Adviser, in each case upon not more than 60 nor less than 30 calendar days’ written notice to the Subadviser. The Subadviser may terminate this Agreement at any time, without payment of any penalty, upon not less than 60 calendar days’ written notice to the Adviser. This Agreement shall also terminate automatically in the event of its assignment by either party (as defined under the 1940 Act) and upon the termination of the Advisory Agreement.

 

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

 

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

 

  (a) “Affirmative vote of a majority of the outstanding voting securities of the Fund” means the affirmative vote, at an annual or special meeting of shareholders of the Fund, duly called and held, of (i) 67% or more of the shares of the Fund present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting are present (in person or by proxy), or (ii) more than 50% of the outstanding shares of the Fund entitled to vote at such meeting, whichever is less.

 

  (b) “Interested persons” and “Assignment” shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

 

  11. Standard of Care, Liability and Indemnification .

 

  (a) The Subadviser shall exercise its best judgment in rendering the services provided by it under this Agreement. In the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser, or of reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to the Adviser or the Corporation, to any shareholder of the Fund, or to any person, firm or organization, for any act or omission in the course of, or connected with the rendering of services by Subadviser. Notwithstanding the foregoing, federal securities laws and certain state laws impose liabilities under certain circumstances on persons who have acted in good faith, and, therefore, nothing herein shall in any way constitute a waiver or limitation of any rights which the Fund or any shareholder of the Fund may have under any federal securities or state law.

 

  (b) The Subadviser shall indemnify and hold the Adviser harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to any action or failure or omission to act by the Subadviser as a result of the Subadviser’s willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties hereunder.

 

  (c) The Adviser shall indemnify and hold the Subadviser harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to any action or failure or omission to act by the Adviser as a result of the Adviser’s willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties hereunder.

 

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

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

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

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

 

M&I INVESTMENT MANAGEMENT CORP.
By:    
Name:  
Title:  

 

HIM MONEGY, INC.
By:    
Name:  
Title:  

 

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Exhibit A

 

Fund Name

  

Subadvisory Fee

  

Initial Term

BMO Monegy High Yield Bond Fund    Forty percent (40%) of the gross advisory fee received by Adviser from the Fund    August 31, 2012

Executed as of this 29th day of December, 2011.

 

M&I INVESTMENT MANAGEMENT CORP.
By:    
Name:  
Title:  

 

HIM MONEGY, INC.
By:    
Name:  
Title:  

Exhibit (e)(2)

Amended and Restated

Schedule A

to the

Distribution Agreement

by and between

Marshall Funds, Inc.

and

M&I Distributors, LLC

(as of December 29, 2011)

Name of Funds

BMO Large-Cap Value Fund

BMO Dividend Income Fund

BMO Large-Cap Growth Fund

BMO Large-Cap Focus Fund

BMO Mid-Cap Value Fund

BMO Mid-Cap Growth Fund

BMO Small-Cap Value Fund

BMO Small-Cap Growth Fund

BMO Pyrford International Stock Fund

BMO Lloyd George Emerging Markets Equity Fund

BMO Pyrford Global Strategic Return Fund

BMO Ultra Short Tax-Free Fund

BMO Short-Term Income Fund

BMO Short-Intermediate Bond Fund

BMO Intermediate Tax-Free Fund

BMO Government Income Fund

BMO TCH Corporate Income Fund

BMO Aggregate Bond Fund

BMO TCH Core Plus Bond Fund

BMO Monegy High Yield Bond Fund

BMO Government Money Market Fund

BMO Tax-Free Money Market Fund

BMO Prime Money Market Fund

Exhibit (g)(6)

Appendix A

PORTFOLIOS COVERED UNDER THIS AGREEMENT

December 29, 2011

BMO Pyrford International Stock Fund

BMO Lloyd George Emerging Markets Equity Fund

BMO Pyrford Global Strategic Return Fund

Exhibit (h)(5)

AMENDMENT TO

ADMINISTRATIVE SERVICES AGREEMENT

This Amendment to the Administrative Services Agreement is effective as of the _____ day of November, 2011, between Marshall Funds, Inc. (the “Fund”) and Marshall & Ilsley Trust Company N.A., a national banking association (“M&I”).

WHEREAS, pursuant to the Administrative Services Agreement dated January 1, 2000, as amended (the “Agreement”), M&I is responsible for providing individuals to serve as officers of the Fund;

WHEREAS, the Board of Directors of the Fund has appointed a Chief Compliance Officer in accordance with Rule 38a-1 under the Investment Company Act of 1940; and

WHEREAS, the parties desire to clarify that the compensation payable to the Fund’s Chief Compliance Officer is the responsibility of M&I under the Agreement.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. No Modification of Agreement . The Agreement is hereby incorporated by reference. Nothing in this Amendment shall be deemed to modify, alter, negate, supersede or otherwise change in any manner or form any provision of the Agreement, except as may be specifically set forth herein.

2. Section 3 of the Agreement, Expenses , is hereby amended to read in its entirety as follows:

3. Expenses . M&I shall be responsible for expenses incurred in providing all the Administrative Services, as described in Section 2, to the Fund, including the compensation of employees of M&I or an affiliate who serve as Directors or Officers of the Fund. Without limiting the generality of the foregoing, M&I shall be responsible for the compensation of the Fund’s Chief Compliance Officer, subject to the approval of the independent directors of the Fund in accordance with the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund shall be responsible for all other expenses incurred by M&I on behalf of the Fund, including without limitation postage and courier expenses, printing expenses, travel expenses, registration fees, filing fees, fees of outside counsel and independent auditors, insurance premiums, fees payable to directors who are not “interested persons” of the Fund as defined in the 1940 Act, taxes, and trade association dues.


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the day and year first written above.

 

MARSHALL FUNDS, INC.     MARSHALL & ILSLEY TRUST COMPANY
By:         By:    
Name:   John M. Blaser     Name:  
Title:   President     Title:  

Exhibit (h)(7)

Fifth Amended and Restated

Schedule A

to the

Sub-Administration Agreement

by and between

Marshall & Ilsley Trust Company, N.A.

and

UMB Fund Services, Inc.

Intending to be legally bound, the undersigned hereby amend and restate Schedule A to the aforesaid Agreement as follows, effective as of the date set forth below:

Names of Funds

BMO Government Money Market Fund

BMO Tax-Free Money Market Fund

BMO Prime Money Market Fund

BMO Short-Term Income Fund

BMO Short-Intermediate Bond Fund

BMO Intermediate Tax-Free Fund

BMO Government Income Fund

BMO TCH Corporate Income Fund

BMO Aggregate Bond Fund

BMO TCH Core Plus Bond Fund

BMO Large-Cap Focus Fund

BMO Large-Cap Value Fund

BMO Large-Cap Growth Fund

BMO Mid-Cap Value Fund

BMO Mid-Cap Growth Fund

BMO Small-Cap Growth Fund

BMO Lloyd George Emerging Markets Equity Fund

BMO Ultra Short Tax-Free Fund

BMO Small Cap Value Fund

BMO Pyrford Global Strategic Return Fund

BMO Monegy High Yield Fund

BMO Dividend Income Fund

BMO Pyrford International Stock Fund

In witness whereof, the undersigned have executed this Fourth Amended and Restated Schedule A to the Sub-Administration Agreement between Marshall & Ilsley Trust Company, N.A. and UMB Fund Services, Inc., effective as of the 29th day of December, 2011.

 

UMB FUND SERVICES, INC.            

MARSHALL & 1LSLEY TRUST

COMPANY, N.A.

By:

 

/s/    Constance Dye Shannon

      By:    /s/     Timothy M. Bonin

Title:

 

Executive Vice President

      Title:    Vice President

Exhibit (h)(9)

Exhibit 1

Shareholder Services Agreement

Pursuant to Section 2 of this Agreement, BMO Funds U.S. Investor Services (formerly known as Marshall Investor Services) agrees to accept as full compensation for its services rendered hereunder a fee at an annual rate, calculated daily and payable monthly, equal to an amount up to the percentage of average net assets of each Fund, as set forth below:

 

Fund/Class

   Shareholder
Services Fee
  Effective Date  

BMO Short-Term Income Fund – Class Y Shares

   0.25%     July 5, 2011   

BMO Government Income Fund – Class Y Shares

   0.25%     July 5, 2011   

BMO Short-Intermediate Bond Fund – Class Y Shares

   0.25%     July 5, 2011   

BMO Intermediate Tax-Free Fund – Class Y Shares

   0.25%     July 5, 2011   

BMO Large-Cap Value Fund – Class Y Shares

   0.25%     July 5, 2011   

BMO Large Cap Growth Fund – Class Y Shares

   0.25%     July 5, 2011   

BMO Mid-Cap Growth Fund – Class Y Shares

   0.25%     July 5, 2011   

BMO Mid-Cap Value Fund – Class Y Shares

   0.25%     July 5, 2011   

BMO Small-Cap Growth Fund – Class Y Shares

   0.25%     July 5, 2011   

BMO Prime Money Market Fund – Class Y Shares

   0.25%     July 5, 2011   

BMO Government Money Market Fund – Class Y Shares

   0.25%     July 5, 2011   

BMO Tax-Free Money Market Fund – Class Y Shares

   0.25%     July 5, 2011   

BMO Aggregate Bond Fund – Class Y Shares

   0.25%     July 5, 2011   

BMO Emerging Markets Equity Fund – Class Y Shares

   0.25%     July 5, 2011   

BMO TCH Corporate Income Fund – Class Y Shares

   0.25%     July 5, 2011   

BMO TCH Core Plus Bond Fund – Class Y Shares

   0.25%     July 5, 2011   

BMO Ultra Short Tax-Free Fund – Class Y Shares

   0.25%     July 5, 2011   

BMO Large-Cap Focus Fund – Class Y Shares

   0.25%     July 5, 2011   

BMO Small-Cap Value Fund – Class Y Shares

   0.25%     July 5, 2011   

BMO Dividend Income Fund – Class Y Shares

   0.25%     December 29, 2011   

BMO Pyrford International Stock Fund – Class Y Shares

   0.25%     December 29, 2011   

BMO Pyrford Global Strategic Return Fund – Class Y Shares

   0.25%     December 29, 2011   

BMO Monegy High Yield Bond Fund – Class Y Shares

   0.25%     December 29, 2011   

Executed as of this ___ day of December, 2011.

 

MARSHALL FUNDS, INC.

on behalf of its portfolios listed above

           

MARSHALL & ILSLEY TRUST

COMPANY N.A.

on behalf of its division, BMO Funds U.S.

Investor Services

By:

          By:     
Name:   John M. Blaser       Name:    Timothy M. Bonin
Title:   President       Title:    Vice President

Exhibit (h)(10)

TRANSFER AGENCY AND SERVICE AGREEMENT

BETWEEN

EACH OF THE ENTITIES, INDIVIDUALLY AND NOT JOINTLY,

AS LISTED ON SCHEDULE A

AND

BOSTON FINANCIAL DATA SERVICES, INC.


TABLE OF CONTENTS

 

         Page  

1.

  Terms of Appointment and Duties      3   

2.

  Third Party Administrators for Defined Contribution Plans      9   

3.

  Fees and Expenses      9   

4.

  Representations and Warranties of the Transfer Agent      11   

5.

  Representations and Warranties of the Funds      12   

6.

  Wire Transfer Operating Guidelines/Article 4A of the Uniform Commercial Code      12   

7.

  Data Access and Proprietary Information      14   

8.

  Indemnification      16   

9.

  Standard of Care      18   

10.

  Confidentiality      19   

11.

  Covenants of the Fund and the Transfer Agent      20   

12.

  Termination of Agreement      22   

13.

  Assignment and Third Party Beneficiaries      25   

14.

  Subcontractors      25   

15.

  Changes and Modifications      26   

16.

  Miscellaneous      26   

17.

  Additional Portfolios/Funds      28   

 

Schedule A

   Funds and Portfolios

Schedule 1.2(f)

   AML Delegation

Schedule 2.1

   Third Party Administrators for Defined Contribution Plans

Schedule 3.1

   Fees and Expenses


TRANSFER AGENCY AND SERVICE AGREEMENT

THIS AGREEMENT made as of the 30 th day of June 2011, by and between EACH OF THE ENTITIES, INDIVIDUALLY AND NOT JOINTLY, as listed on Schedule A, having their principal office and place of business at 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202 (collectively, the “Funds” and individually, the “Fund”) and BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation having its principal office and place of business at 2000 Crown Colony Drive, Quincy, Massachusetts 02169-0953 (the “Transfer Agent”).

WHEREAS, certain Funds may be authorized to issue shares in a separate series, such series shall be named under the respective Fund in the attached Schedule A, which may be amended by the parties from time to time, (each such series, together with all other series subsequently established by a Fund and made subject to this Agreement in accordance with Section 17 , being herein referred to as a “Portfolio”, and collectively as the “Portfolios”);

WHEREAS, each Fund is either a statutory or business trust or a corporation organized under the laws of a state (as set forth on the Schedule A) and registered with the Securities and Exchange Commission as an investment company pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, it is contemplated that additional Funds and Portfolios may become parties to this Agreement by written consent of the parties hereto and in accordance with Section 17 ; and

WHEREAS, each Fund, on behalf of itself and, where applicable, its Portfolios, desires to appoint the Transfer Agent as its transfer agent, dividend disbursing agent and agent in connection with certain other activities, and the Transfer Agent desires to accept such appointment.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1. Terms of Appointment and Duties

 

1.1 Transfer Agency Services. Subject to the terms and conditions set forth in this Agreement, each Fund, on behalf of itself and, where applicable, its Portfolios, hereby employs and appoints the Transfer Agent to act as, and the Transfer Agent agrees to act as, its transfer agent for each Fund’s authorized and issued shares of common stock or shares of beneficial interest, as the case may be, (“Shares”), dividend disbursing agent and agent in connection with any accumulation, open-account or similar plan provided to the shareholders of each Fund and of any Portfolios of a Fund (“Shareholders”), including without limitation any periodic investment plan or periodic withdrawal program. In accordance with procedures established from time to time by agreement between the Transfer Agent and each of the Funds and their respective Portfolios, (the “Procedures”) with such changes or deviations there from as have been (or may from time to time be) agreed upon in writing by the parties, the Transfer Agent agrees that it will perform the following services:


(a) Establish each Shareholder’s account in the Fund on the Transfer Agent’s recordkeeping system and maintain such account for the benefit of such Shareholder in accordance with the Procedures;

(b) Receive for acceptance and process orders for the purchase of Shares, and promptly deliver payment and appropriate documentation thereof to the Custodian of the Fund or any Portfolio thereof, as the case may be; (the “Custodian”);

(c) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account;

(d) Receive for acceptance and process redemption requests and redemption directions and deliver the appropriate documentation thereof to the Custodian;

(e) In respect to items (a) through (d) above, the Transfer Agent may execute transactions directly with broker-dealers authorized by the Fund;

(f) At the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders;

(g) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions;

(h) Prepare and transmit payments for dividends and distributions declared by the Fund or any Portfolio thereof, as the case may be;

(i) Intentionally deleted.

(j) Issue replacement checks and place stop orders on original checks based on Shareholder’s representation that a check was not received or was lost. Such stop orders and replacements will be deemed to have been made at the request of the Fund, and, as between the Fund and the Transfer Agent, the Fund shall be responsible for all losses or claims resulting from such replacement;

(k) Maintain records of account for and advise the Fund and its Shareholders as to the foregoing;

(l) Record the issuance of Shares of the Fund and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares of the Fund which are authorized, based upon data provided to it by the Fund, and issued and outstanding. The Transfer Agent shall also provide the Fund on a regular basis or at the Fund’s reasonable written request with the total number of Shares which are authorized and issued and outstanding but shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund;

 

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(m) Accept any information, records, documents, data, transaction requests by machine readable input, facsimile, CRT data entry and electronic instructions, including e-mail communications, which have been prepared, maintained or provided by the Fund or any other person or firm on behalf of the Fund or from broker-dealers of record or third-party administrators (“TPAs”) on behalf of individual Shareholders. With respect to transaction requests received in the foregoing manner, the Transfer Agent shall not be responsible for determining that the original source documentation is in good order, which includes compliance with Rule 22c-1 under the 1940 Act, and it will be the responsibility of the Fund to require its broker-dealers or TPAs to retain such documentation. E-mail exchanges on routine matters may be made directly with the Fund’s contact at the Transfer Agent. The Transfer Agent will not act on any e-mail communications coming to it directly from Shareholders requesting transactions, including, but not limited to, monetary transactions, change of ownership, or beneficiary changes;

(n) Maintain and manage, as agent for the Fund, such bank accounts as the Transfer Agent shall deem necessary for the performance of its duties under this Agreement, including but not limited to, the processing of Share purchases and redemptions and payment of Fund dividends and distributions. The Transfer Agent may maintain such accounts at the bank or banks deemed appropriate by the Transfer Agent. In connection with the recordkeeping and other services provided to the Fund hereunder, the Transfer Agent may receive compensation for the management of such accounts and such compensation may be calculated based upon the average balances of such accounts;

(o) Receive correspondence pertaining to any former, existing or new Shareholder account, process such correspondence for proper recordkeeping and respond to Shareholder correspondence; and

(p) Process any request from a Shareholder to change account registration, beneficiary, beneficiary information, transfer and rollovers in accordance with the Procedures.

 

1.2 Additional Services. In addition to, and neither in lieu nor in contravention of, the services set forth in the above paragraphs, the Transfer Agent shall perform the following services:

(a) Other Customary Services. Perform certain customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plan (including without limitation any periodic investment plan or periodic withdrawal program), including but not limited to: maintaining all Shareholder accounts; arranging for mailing of Shareholder reports and prospectuses to current Shareholders; withholding taxes on U.S. resident and non-resident alien accounts; preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all

 

3


Shareholders; preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts; preparing and mailing activity statements for Shareholders; and providing Shareholder account information;

(b) Control Book (also known as “Super Sheet”). Maintain a daily record and produce a daily report for the Fund of all transactions and receipts and disbursements of money and securities and deliver a copy of such report for the Fund for each business day to the Fund no later than 9:00 AM Eastern Time, or such earlier time as the Fund may reasonably require, on the next business day;

(c) “Blue Sky” Reporting . The Fund or its administrator shall identify to the Transfer Agent in writing the states and countries where the Shares of the Fund are registered or exempt, and the number of Shares registered for sale with respect to each state or country, as applicable. The Transfer Agent shall establish the foregoing parameters on the system for the designated Blue Sky vendor. The Fund or its administrator shall verify that such parameters have been correctly established for each state or country on the system prior to activation and thereafter shall be responsible for monitoring the daily activity for each state or country. The responsibility of the Transfer Agent for the Fund’s blue sky registration status is solely limited to the initial establishment of the parameters provided by the Fund or the administrator for the vendor’s system and the daily transmission of a file to such vendor in order that the vendor may provide reports to the Fund or the administrator for monitoring;

(d) National Securities Clearing Corporation (the “NSCC”). (i) Accept and effectuate the registration and maintenance of accounts through Networking and the purchase, redemption, transfer and exchange of shares in such accounts through Fund/SERV (Networking and Fund/SERV being programs operated by the NSCC on behalf of NSCC’s participants, including the Fund), in accordance with, instructions transmitted to and received by the Transfer Agent by transmission from NSCC on behalf of authorized broker-dealers on the Fund dealer file maintained by the Transfer Agent; (ii) issue instructions to the Fund’s banks for the settlement of transactions between the Fund and NSCC (acting on behalf of its broker-dealer and bank participants); (iii) provide account and transaction information from the affected Fund’s records on DST Systems, Inc.’s computer system TA2000 (“TA2000 System”) in accordance with NSCC’s Networking and Fund/SERV rules for those broker-dealers; and (iv) maintain Shareholder accounts on TA2000 System through Networking;

(e) Performance of Certain Services by the Fund or Affiliates or Agents. New procedures as to who shall provide certain of these services may be established in writing from time to time by agreement between the Fund and the Transfer Agent. The Transfer Agent may at times perform only a portion of these services and the Fund or its agent may perform these services on the Fund’s behalf.

 

4


(f) Anti-Money Laundering (“AML”) Delegation . In order to assist the Fund with the Fund’s AML responsibilities under applicable AML laws, the Transfer Agent offers certain risk-based shareholder activity monitoring tools and procedures that are reasonably designed to: (i) promote the detection and reporting of potential money laundering activities; and (ii) assist in the verification of persons opening accounts with the Fund (the “AML Procedures”). If the Fund elects to have the Transfer Agent implement the AML Procedures and delegate the day-to-day operation of such AML Procedures to the Transfer Agent, the parties will agree to such terms as stated in the attached schedule (“Schedule 1.2(f)” entitled “AML Delegation”) which may be changed from time to time subject to mutual written agreement between the parties. In consideration of the performance of the AML Procedures by the Transfer Agent pursuant to this Section 1.2(f), the Fund agrees to pay the Transfer Agent for the reasonable administrative expense that may be associated with such AML Procedures.

(g) Call Center Services. Upon request of the Fund, answer telephone inquiries from 9:00 a.m. to 6:00 p.m., Eastern Time, each day on which the New York Stock Exchange is open for trading. The Transfer Agent shall answer and respond to inquiries from existing Shareholders, prospective Shareholders of the Fund and broker-dealers on behalf of such Shareholders in accordance with the telephone scripts provided by the Fund to the Transfer Agent, such inquiries may include requests for information on account set-up and maintenance, general questions regarding the operation of the Fund, general account information including dates of purchases, redemptions, exchanges and account balances, requests for account access instructions and literature requests. In consideration of the performance of the duties by the Transfer Agent pursuant to this Section, the Fund agrees to pay the Transfer Agent the fee set forth on Schedule 3.1 attached hereto and the reimbursable expenses that may be associated with these additional duties;

(h) Short Term Trader. Upon request of the Fund, the Transfer Agent will provide the Fund with periodic reports on trading activity in the Fund based on parameters provided to the Transfer Agent by the Fund, as amended from time to time. The services to be performed by the Transfer Agent for the Fund hereunder will be ministerial only and the Transfer Agent shall have no responsibility for monitoring or reviewing market-timing activities. In consideration of the performance of the duties by the Transfer Agent pursuant to this Section, the Fund agrees to pay the Transfer Agent the fee set forth on Schedule 3.1 attached hereto and the reasonable reimbursable expenses that may be associated with these additional duties; and

(i) Escheatment, Orders, Etc. If requested by the Fund (and as mutually agreed upon by the parties as to any reasonable reimbursable expenses), provide any additional related services (i.e., pertaining to escheatments, abandoned property, garnishment orders, bankruptcy and divorce proceedings, Internal Revenue Service or state tax authority tax levies and summonses and all matters relating to the foregoing).

 

1.3

Site Visits and Inspections; Regulatory Examinations. During the term of this Agreement, authorized representatives of the Fund may conduct periodic site visits of the Transfer Agent’s facilities and inspect the Transfer Agent’s records and procedures solely as they pertain to the Transfer Agent’s services for the Fund under or pursuant to this Agreement. Such inspections shall be conducted at the Fund’s expense, which shall be

 

5


  agreed upon between the Fund and the Transfer Agent (which shall include costs related to providing materials, copying, faxing, retrieving stored materials, and similar expenses; these charges do not, however, apply to situations where the Fund’s CCO participates in Transfer Agent sponsored events for all CCOs of the funds for which Transfer Agent provides services) and shall occur during the Transfer Agent’s regular business hours and, except as otherwise agreed to by the parties, no more frequently than twice a year. In connection with such site visit and/or inspection, the Fund shall not attempt to access, nor will it review, the records of any other clients of the Transfer Agent and the Fund shall conduct the visit/inspection in a manner that will not interfere with the Transfer Agent’s normal and customary conduct of its business activities, including the provision of services to the Fund and to other clients. The Transfer Agent shall have the right to immediately require the removal of any Fund representatives from its premises in the event that their actions, in the reasonable opinion of the Transfer Agent, jeopardize the information security of its systems and/or other client data or otherwise are disruptive to the business of the Transfer Agent. The Transfer Agent may require any persons seeking access to its facilities to provide reasonable evidence of their authority. The Transfer Agent may also reasonably require any of the Fund’s representatives to execute a confidentiality agreement in a form mutually agreed to by the Funds and the Transfer Agent before granting such individuals access to its facilities. The Transfer Agent will also provide reasonable access to the Fund’s governmental regulators, at the Fund’s expense, solely to (i) the Fund’s records held by the Transfer Agent and (ii) the procedures of the Transfer Agent directly related to its provision of services to the Fund under the Agreement.

 

1.4 Service Level Standards . The parties agree to negotiate in good faith for service level standards that, once agreed upon, will be incorporated into this Agreement.

 

1.5 Tax-related support. The parties agree that to the extent that the Transfer Agent provides any services under this Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986, as amended (“Code”) or any other tax law, including without limitation, withholding, as required by federal law, taxes on Shareholder accounts, preparing, filing and mailing information tax reporting on U.S. Treasury Department Forms 1099, 1042, and 1042S, and performing and paying backup withholding as required for shareholders, the Transfer Agent will not make any judgments or exercise any discretion. The Transfer Agent’s responsibilities hereunder shall not extend to or include duties and responsibilities of a “tax return preparer” as defined in the Code. The Fund will provide comprehensive instructions to the Transfer Agent in connection with the services and shall promptly respond to requests for direction from the Transfer Agent regarding IRS notices and other requests.

 

6


2. Third Party Administrators for Defined Contribution Plans

 

2.1 The Fund may decide to make available to certain of its customers, a qualified plan program (the “Program”) pursuant to which the customers (“Employers”) may adopt certain plans of deferred compensation (“Plan or Plans”) for the benefit of the individual Plan participant (the “Plan Participant”), such Plan(s) being qualified under Section 401(a) of the Code and administered by TPAs which may be plan administrators as defined in the Employee Retirement Income Security Act of 1974, as amended.

 

2.2 In accordance with the procedures established in Schedule 2.1 entitled “Third Party Administrator Procedures,” as may be amended by the Transfer Agent and the Fund from time to time (“Schedule 2.1”), the Transfer Agent shall:

(a) Treat Shareholder accounts established by the Plans in the name of the Trustees, Plans or TPAs, as the case may be, as omnibus accounts;

(b) Maintain omnibus accounts on its records in the name of the TPA or its designee as the Trustee for the benefit of the Plan; and

(c) Perform all services under Section 1 as transfer agent of the Funds and not as a record-keeper for the Plans.

 

2.3 Transactions identified under Sections 1 and 2 of this Agreement shall be deemed exception services (“Exception Services”) when such transactions:

(a) Require the Transfer Agent to use methods and procedures other than those usually employed by the Transfer Agent to perform transfer agency and recordkeeping services;

(b) Involve the provision of information to the Transfer Agent after the commencement of the nightly processing cycle of the TA2000 System; or

(c) Require more manual intervention by the Transfer Agent, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System, than is normally required.

 

3. Fees and Expenses

 

3.1

Fee Schedule. For the performance by the Transfer Agent pursuant to this Agreement, the Fund agrees to pay the Transfer Agent the fees and expenses as set forth in the attached fee schedule (“Schedule 3.1”). Such fees and reimbursable expenses and advances identified under Section 3.2 below may be changed from time to time subject to mutual written agreement between the Fund and the Transfer Agent. The parties agree that the fees set forth on Schedule 3.1 shall apply with respect to the Funds set forth on Schedule A hereto as of the date hereof and to any newly created funds added to this Agreement under Section 17 that have requirements consistent with services then being

 

7


  provided by the Transfer Agent under this Agreement. The fees set forth on Schedule 3.1, however, shall not automatically apply to any funds resulting from acquisition or merger subsequent to the execution of this Agreement. In the event that a fund is to become a party to this Agreement as the result of an acquisition or merger then the parties shall confer diligently and in good faith, and agree upon fees applicable to such fund.

 

3.2 Reimbursable Expenses. In addition to the fees paid under Section 3.1 above, the Fund agrees to reimburse the Transfer Agent for reimbursable expenses, including but not limited to: AML/CIP annual fee; suspicious activity reporting for networked accounts; checkwriting; CIP-related database searches; data communications equipment; computer hardware; DST disaster recovery charge; DST products including AWD Remote Workstations, Excess History, and Powerselect; escheatment; FDIC deposit insurance account charges; express mail and delivery services; forms and production; freight charges; household tape processing; lost shareholder searches; lost shareholder tracking; magnetic tapes; reels or cartridges; magnetic tape handling charges; manual check pulls; microfiche/COOL; microfilm; network products; new fund implementation; NSCC processing and communications; postage (to be paid in advance if so requested); offsite records storage; outside mailing services; P.O. box rental; print/mail services; programming hours; regulatory compliance fee per CUSIP; reporting (on request and scheduled); returned checks; Short Term Trader; special mailing; statements; supplies; tax reporting (federal and state); telecommunications equipment; telephone (telephone and fax lines); training; transcripts; travel; TIN certification (W-8 & W-9); VAX payroll processing; year-end processing and other expenses incurred at the specific direction of the Fund or with advance written notice to the Fund. The following reimbursable expenses will be waived: federal wires, commission fees, Same Day Cash, Desktop, 12b-1 Processing, CDSC, Fiduciary Accounts, Networking Base Fee, Fan Mail, Fan Web, Vision, and TA2000 Voice (Touch-tone).

 

3.3 Increases . The fees and charges set forth on Schedule 3.1 shall increase or may be increased (i) in accordance with Section 3.6 below; (ii) upon at least ninety (90) days prior written notice, if changes in laws applicable to its transfer agency business or laws applicable to the Fund, which the Transfer Agent has agreed to abide by and implement increases the Transfer Agent’s ongoing costs to provide the affected service or function by five percent (5%) or more; or (iii) in connection with new or additional services, or new or additional functions, features or modes of operation of the TA2000 system, at the commencement of those services, functions, features or modes of operation. If the Transfer Agent notifies the Fund of an increase in fees or charges pursuant to subparagraph (ii) of this Section 3.3 , the parties shall confer, diligently and in good faith and agree upon a new fee or charges to cover the amount necessary, but not more than such amount, to reimburse the Transfer Agent for the Fund’s aliquot portion of the costs of developing the new software to comply with regulatory charges and for the increased costs of operation or new fund features. If the Transfer Agent notified the Fund of an increase in fees under subparagraph (iii) of this Section 3.3 , the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund feature.

 

8


3.4 Postage. Postage for mailing of dividends, Fund reports and other mailings to all shareholder accounts shall be advanced to the Transfer Agent by the Fund at least seven (7) days prior to the mailing date of such materials.

 

3.5 Invoices. The Fund agrees to pay all fees and reimbursable expenses within thirty (30) days following the receipt of the respective invoice (the “Due Date”), except for any fees or expenses that are subject to good faith dispute. In the event of such a dispute, the Fund may only withhold that portion of the fee or expense subject to the good faith dispute. The Fund shall notify the Transfer Agent in writing within twenty-one (21) calendar days following the receipt of each invoice if the Fund is disputing any amounts in good faith. If the Fund does not provide such notice of dispute within the required time, the invoice will be deemed accepted by the Fund. The Fund shall settle such disputed amounts within five (5) days of the day on which the parties agree on the amount to be paid by payment of the agreed amount. If no agreement is reached, then such disputed amounts shall be settled as may be required by law or legal process.

 

3.6 Intentionally Deleted.

 

3.7 Late Payments. If any undisputed amount in an invoice of the Transfer Agent (for fees or reimbursable expenses) is not paid by the Due Date, the Fund shall pay the Transfer Agent interest thereon (from the Due Date to the date of payment) at a per annum rate equal to one percent (1.0%) plus the Prime Rate (that is, the base rate on corporate loans posted by large domestic banks) published by The Wall Street Journal (or, in the event such rate is not so published, a reasonably equivalent published rate selected by the Transfer Agent) on the first day of publication during the month when such amount was due. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable provisions of Massachusetts law.

 

4. Representations and Warranties of the Transfer Agent

The Transfer Agent represents and warrants to the Fund that:

 

4.1 It is a corporation duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts.

 

4.2 It is duly registered as a transfer agent under Section 17A(c)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and it will remain so registered for the duration of this Agreement. It will promptly notify the Fund in the event of any material change in its status as a registered transfer agent.

 

4.3 It is duly qualified to carry on its business in The Commonwealth of Massachusetts.

 

4.4 It is empowered under applicable laws and by its Articles of Organization and By-Laws to enter into and perform the services contemplated in this Agreement.

 

4.5 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

 

9


4.6 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

 

4.7 It will comply with all federal and state securities laws, rules and regulations applicable to the performance of its obligations under this Agreement as such are applicable to its transfer agency business, including applicable federal and state privacy laws.

 

5. Representations and Warranties of the Fund

The Fund represents and warrants to the Transfer Agent that:

 

5.1 It is a trust or corporation duly organized and existing and in good standing under the laws of the state of its organization as set forth on Schedule A.

 

5.2 It is empowered under applicable laws and by its organizational documents to enter into and perform this Agreement.

 

5.3 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

 

5.4 The Fund is an open-end management investment company registered under the 1940 Act.

 

5.5 A registration statement under the Securities Act of 1933, as amended, for each Fund is currently effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares being offered for sale by the Fund.

 

6. Wire Transfer Operating Guidelines/Article 4A of the Uniform Commercial Code

 

6.1 Obligation of Sender . The Transfer Agent is authorized to promptly debit the appropriate Fund account(s) upon the receipt of a payment order in compliance with the selected security procedure (the “Security Procedure”) chosen for funds transfer and in the amount of money that the Transfer Agent has been instructed to transfer. The Transfer Agent shall execute payment orders in compliance with the Security Procedure and with the Fund instructions on the execution date provided that such payment order is received by the customary deadline for processing such a request, unless the payment order specifies a later time. All payment orders and communications received after the customary deadline will be deemed to have been received the next business day.

 

6.2

Security Procedure . The Fund acknowledges that the Security Procedure it has designated on the Selection Form was selected by the Fund from security procedures offered by the Transfer Agent. The Fund shall restrict access to confidential information relating to the Security Procedure to authorized persons as communicated to the Transfer

 

10


  Agent in writing. The Fund must notify the Transfer Agent immediately if it has reason to believe unauthorized persons may have obtained access to such information or of any change in the Fund’s authorized personnel. The Transfer Agent shall verify the authenticity of all Fund instructions according to the Security Procedure.

 

6.3 Account Numbers . The Transfer Agent shall process all payment orders on the basis of the account number contained in the payment order. In the event of a discrepancy between any name indicated on the payment order and the account number, the account number shall take precedence and govern.

 

6.4 Rejection . The Transfer Agent reserves the right to decline to process or delay the processing of a payment order which (a) is in excess of the collected balance in the account to be charged at the time of the Transfer Agent’s receipt of such payment order; (b) if initiating such payment order would cause the Transfer Agent, in the Transfer Agent’s sole judgment, to exceed any volume, aggregate dollar, network, time, credit or similar limits which are applicable to the Transfer Agent; or (c) if the Transfer Agent, in good faith, is unable to satisfy itself that the transaction has been properly authorized.

 

6.5 Cancellation Amendment . The Transfer Agent shall use reasonable efforts to act on all authorized requests to cancel or amend payment orders received in compliance with the Security Procedure provided that such requests are received in a timely manner affording the Transfer Agent reasonable opportunity to act. However, the Transfer Agent assumes no liability if the request for amendment or cancellation cannot be satisfied.

 

6.6 Errors . The Transfer Agent shall assume no responsibility for failure to detect any erroneous payment order provided that the Transfer Agent complies with the payment order instructions as received and the Transfer Agent complies with the Security Procedure. The Security Procedure is established for the purpose of authenticating payment orders only and not for the detection of errors in payment orders.

 

6.7 Interest . The Transfer Agent shall assume no responsibility for lost interest with respect to the refundable amount of any unauthorized payment order, unless the Transfer Agent is notified of the unauthorized payment order within thirty (30) days of notification by the Transfer Agent of the acceptance of such payment order.

 

6.8 ACH Credit Entries/Provisional Payments . When the Fund initiates or receives Automated Clearing House credit and debit entries pursuant to these guidelines and the rules of the National Automated Clearing House Association and the New England Clearing House Association, State Street Bank and Trust Company (“State Street”) will act as an Originating Depository Financial Institution and/or Receiving Depository Financial Institution, as the case may be, with respect to such entries. Credits given by the Transfer Agent with respect to an ACH credit entry are provisional until the Transfer Agent receives final settlement for such entry from the Federal Reserve Bank. If the Transfer Agent does not receive such final settlement, the Fund agrees that the Transfer Agent shall receive a refund of the amount credited to the Fund in connection with such entry, and the party making payment to the Fund via such entry shall not be deemed to have paid the amount of the entry.

 

11


6.9 Confirmation . Confirmation of Transfer Agent’s execution of payment orders shall ordinarily be provided within twenty four (24) hours notice of which may be delivered through the Transfer Agent’s proprietary information systems, or by facsimile or call-back. Fund must report any objections to the execution of an order within thirty (30) days.

 

7. Data Access and Proprietary Information

 

7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s ability to access certain Fund-related data maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party. In no event shall Proprietary Information be deemed Customer Information (as defined in Section 10.2 below) or the confidential information of the Fund. The Fund agrees to treat all Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:

(a) Use such programs and databases (i) solely on the Fund’s computers, (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;

(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund’s computer(s)), the Proprietary Information;

(c) Refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;

(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the Fund’s computer to be retransmitted to any other computer or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);

(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and

 

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(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law.

 

7.2 Proprietary Information shall not include all or any portion of any of the foregoing items that: (i) are or become publicly available without breach of this Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.

 

7.3 The Fund acknowledges that its obligation to protect the Transfer Agent’s Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.

 

7.4 The Fund may disclose Proprietary Information in the event that it is required to be disclosed: (i) by law or in a judicial or administrative proceeding; or (ii) by an appropriate regulatory authority having jurisdiction over the Fund; provided that all reasonable legal remedies for maintaining such information in confidence have been exhausted including, but not limited to, giving the Transfer Agent advance notice of the possibility of such disclosure so the Transfer Agent may attempt to prevent such disclosure or obtain a protective order concerning such disclosure.

 

7.5 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use commercially reasonable efforts in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. In the event that the Transfer Agent becomes aware of a material issue with the integrity of the data, the Transfer Agent will promptly advise the Fund.

 

7.6 If the transactions available to the Fund include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.

 

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7.7 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7 . The obligations of this Section shall survive any earlier termination of this Agreement.

 

7.8 DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE USED IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES UNDER THIS AGREEMENT ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

 

8. Indemnification

 

8.1 The Transfer Agent shall not be responsible for, and the Fund shall indemnify and hold the Transfer Agent harmless, from and against, any and all losses, damages, costs, charges, counsel fees (including the defense of any lawsuit in which the Transfer Agent or affiliate is a named party), payments, expenses and liability arising out of or attributable to:

(a) All actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct;

(b) The Fund’s lack of good faith, negligence or willful misconduct;

(c) The reliance upon, and any subsequent use of or action taken or omitted, by the Transfer Agent, or its agents or subcontractors on: (i) any information, records, documents, data, or services, which are received by the Transfer Agent or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions, or other similar means authorized by the Fund, and which have been prepared, maintained or performed by the Fund or any other authorized person or firm on behalf of the Fund including but not limited to any broker-dealer, TPA or previous transfer agent, (ii) any instructions or requests of the Fund or any of its officers; (iii) any instructions or opinions of legal counsel with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement which are provided to the Transfer Agent by counsel to the Fund after consultation with such legal counsel and upon which instructions or opinion the Transfer Agent is expressly permitted to rely or opinions of legal counsel that are obtained by the Transfer Agent; or (iv) any paper or document, reasonably believed to be genuine, authentic, or signed by the proper person or persons;

(d) The offer or sale of Shares in violation of federal or state securities laws or regulations requiring that such Shares be registered, or in violation of any stop order or other determination or ruling by any federal or any state agency with respect to the offer or sale of such Shares;

 

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(e) The acceptance of facsimile transaction requests on behalf of individual Shareholders received from broker-dealers, TPAs or the Fund, and the reliance by the Transfer Agent on the broker-dealer, TPA or the Fund ensuring that the original source documentation is in good order and properly retained;

(f) The negotiation and processing of any checks, wires and ACH transmissions including without limitation for deposit into, or credit to, the Fund’s demand deposit accounts maintained by the Transfer Agent;

(g) Upon the Fund’s request entering into any agreements required by the NSCC for the transmission of Fund or Shareholder data through the NSCC clearing systems, or

(h) Losses associated with the Bank Administration Institute (“BAI”) files which are received by e-mail from the Fund and which the Transfer Agent manually updates to the DST Systems, Inc. compensation reconciliation system;

 

8.2 To the extent that the Transfer Agent is not entitled to indemnification pursuant to Section 8.1 above and only to the extent of such right, the Fund shall not be responsible for, and the Transfer Agent shall indemnify and hold the Fund harmless from and against any losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising directly out of or attributable to any action or failure of the Transfer Agent to act as a result of the Transfer Agent’s lack of good faith, negligence or willful misconduct in the performance of its services hereunder. For those activities or actions delineated in the Procedures, the Transfer Agent shall be presumed to have used reasonable care, acted without negligence, and acted in good faith if it has acted in accordance with the Procedures.

 

8.3 In order that the indemnification provisions contained in this Section 8 shall apply, upon the assertion of a claim for which one party may be required to indemnify the other party, the indemnified party shall promptly notify the indemnifying party of such assertion, and shall keep the indemnifying party advised with respect to all developments concerning such claim. The indemnifying party shall have the option to participate with the indemnified party in the defense of such claim or to defend against said claim in its own name or in the name of the indemnified party. The indemnified party shall in no case confess any claim or make any compromise in any case in which the indemnifying party may be required to indemnify the indemnified party except with the indemnifying party’s prior written consent.

 

8.4 As-of Adjustments.

(a) Notwithstanding anything herein to the contrary, with respect to “as of” adjustments, the Transfer Agent will not assume one hundred percent (100%) responsibility for losses resulting from “as ofs” due to clerical errors or misinterpretations of shareholder instructions, but the Transfer Agent will discuss with the Fund the Transfer Agent’s accepting liability for an “as of” on a case-by-case basis and, subject to the limitation set

 

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forth in Section 9, will accept financial responsibility for a particular situation resulting in a financial loss to the Fund where such loss is “material,” as hereinafter defined, and, under the particular facts at issue, the Transfer Agent’s conduct was culpable and the Transfer Agent’s conduct is the sole cause of the loss. A loss is “material” for purposes of this Section 8.4 when it results in a pricing error on a particular transaction which equals or exceeds one half cent ($.005) per share times the number of shares outstanding or such other amounts as may be adopted by applicable accounting or regulatory authorities from time to time.

(b) If the net effect of the “as of” transactions that are determined to be caused solely by the Transfer Agent is negative and exceeds the above limit, then the Transfer Agent shall promptly contact the Fund accountants and the person designated by the Fund to receive notices under this Agreement which will be provided by the Fund in writing to the Transfer Agent. The Transfer Agent will work with the Fund accountants and the authorized officers of the Fund to determine what, if any, impact the threshold break has on the Fund’s Net Asset Value and what, if any, further action is required. These further actions may include but are not limited to, the Fund re-pricing the affected day(s), the Transfer Agent re-processing, at its expense, all affected transactions in the Fund that took place during the period or a payment to the Fund. The Fund agrees to work in good faith with the Transfer Agent and wherever possible, absent a regulatory prohibition or other mutually agreed upon reason, the Fund agrees to re-price the affected day(s) and to allow the Transfer Agent to re-process the affected transactions. When such re-pricing and re-processing is not possible, and when the Transfer Agent must contribute to the settlement of a loss, the Transfer Agent’s responsibility will commence with that portion of the loss over $0.005 per share calculated on the basis of the total value of all Shares owned by the affected Portfolio (i.e., on the basis of the value of the Shares of the total Portfolio, including all classes of that Portfolio, not just those of the affected class) and the Transfer Agent will make such account adjustments and take such other action as is necessary to compensate Shareholders for Shareholder losses and reimburse the Fund for the amount of Fund losses in accordance with the foregoing standards.

 

9. Standard of Care

The Transfer Agent shall at all times act in good faith and agrees to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility and shall not be liable for loss or damage due to errors, including encoding and payment processing errors, unless said errors are caused by its negligence, bad faith, or willful misconduct or that of its employees or agents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and that Section 4-209 of the Uniform Commercial Code is superseded by Section 9 of this Agreement. This standard of care also shall apply to Exception Services, but shall take into consideration and make allowances for the manual processing and non-standard work involved in Exception Services. Notwithstanding the foregoing, the Transfer Agent’s aggregate liability during the Term of this Agreement with respect to, arising from or arising in connection with this Agreement, or from all services provided or omitted to be provided by the Transfer Agent under this Agreement for all of

 

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the Funds subject to this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed the aggregate of the amounts actually received hereunder by the Transfer Agent as fees and charges, but not including reimbursable expenses, for all of the Funds covered by this Agreement during the eighteen (18) calendar months immediately preceding the first event for which recovery from the Transfer Agent is being sought. The foregoing limitation on liability shall not apply to any loss or damage resulting from any intentional malicious acts or omissions by the Transfer Agent’s employees. For purposes of this Section 9 , “intentional malicious acts or omissions” shall mean those acts undertaken or omitted purposefully under the circumstances in which the person knows that such acts or omissions violate this Agreement and are likely to cause damage or harm to the Fund.

 

10. Confidentiality

 

10.1 The Transfer Agent and the Fund agree that they will not, at any time during the term of this Agreement or after its termination, reveal, divulge, or make known to any person, firm, corporation or other business organization, any Confidential Information (as defined below) of the other party used or gained by the Transfer Agent or the Fund during performance under this Agreement. The Fund and the Transfer Agent further covenant and agree to retain all such Confidential Information in trust for the sole benefit of the Transfer Agent or the Fund and their successors and assigns. In the event of breach of the foregoing by either party, the remedies provided by Section 7.3 shall be available to the party whose Confidential Information is disclosed. The above prohibition of disclosure shall not apply to the extent that the Transfer Agent must disclose such Confidential Information to its sub-contractor or Fund agent for purposes of providing services under this Agreement.

 

10.2 For purposes of this Agreement, Confidential Information shall mean: (a) with respect to Confidential Information of the Fund: (i) shareholder lists, cost figures and projections, profit figures and projections, all non-public information, including but not limited to trade secrets, proprietary information, and information about products, business methods and business plans) relating to the business of the Fund, or any other secret or confidential information whatsoever of the Fund; and (ii) all information that the Fund treats or is obligated by law to treat as confidential for the benefit of third parties, including but not limited to Customer Information (defined below); and (b) with respect to the Transfer Agent’s Confidential Information: all non-public information, including but not limited to trade secrets, proprietary information, and information about products, business methods and business plans, customer names and other information related to customers, fee schedules, price lists, pricing policies, financial information, discoveries, ideas, concepts, software in various stages of development, designs, drawings, specifications, techniques, models, data, source code, object code, documentation, diagrams, flow charts, research, development, processes, procedures, “know-how,” organizational structure, user guides, marketing techniques and materials, marketing and development plans, and data processing software and systems relating to the Transfer Agent’s business, operations or systems (or to the business, systems or operations of the Transfer Agent’s affiliates).

 

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10.3 For purposes of this Agreement, “Customer Information” means all the customer identifying data however collected or received, including without limitation, through “cookies” or non-electronic means pertaining to or identifiable to the Fund’s Shareholders, prospective shareholders and plan administrators (collectively, “Fund Customers”), including without limitation: (i) name, address, email address, passwords, account numbers, personal financial information, personal preferences, demographic data, marketing data, data about securities transactions, credit data or any other identification data; (ii) any information that reflects the use of or interactions with a Fund service, including the Fund’s web site; or (iii) any data otherwise submitted in the process of registering for a Fund service. For the avoidance of doubt, Customer Information shall include all “nonpublic personal information,” as defined under the Gramm-Leach-Bliley Act of 1999 (Public Law 106-102, 113 Stat. 1138) (“GLB Act”) and the Massachusetts Standards for the Protection of Personal Information, 201 CMR 17.00, et seq. , (“Mass Privacy Act”). This Agreement shall not be construed as granting the Transfer Agent any ownership rights in the Customer Information.

 

10.4 The Transfer Agent represents, covenants and warrants that it will use the Confidential Information, including Customer Information, only in compliance with (i) the provisions of this Agreement, (ii) its own Privacy and Information Sharing Policy, as amended and updated from time to time and (iii) federal and state privacy laws, including the GLB Act and the Mass Privacy Act, as such is applicable to its transfer agency business.

 

10.5 In the event that any requests or demands are made for the inspection of the Shareholder records of the Fund, other than request for records of Shareholders pursuant to standard subpoenas from state or federal government authorities (i.e., divorce and criminal actions), the Transfer Agent will use reasonable efforts to notify the Fund (except where prohibited by law) and to secure instructions from an authorized officer of the Fund as to such inspection. The Transfer Agent expressly reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by counsel that it may be held liable for the failure to exhibit the Shareholder records to such person or if required by law or court order.

 

11. Covenants of the Fund and the Transfer Agent

 

11.1 The Fund shall promptly furnish to the Transfer Agent the following:

(a) A certified copy of the resolution of the Board of Trustees or the Board of Directors, as the case may be, of the Fund authorizing the appointment of the Transfer Agent and the execution and delivery of this Agreement; and

(b) A copy of the organizational documents of the Fund and all amendments thereto.

 

11.2 The Transfer Agent hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Fund for the secure safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such forms and devices.

 

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11.3 Records. The Transfer Agent shall keep records relating to the services to be performed hereunder, in the form, manner and for such periods, as it may deem advisable and as may be required by the laws and regulations applicable to its business as a transfer agent, including those set forth in 17 CFR 240.17Ad-6 and 17 CFR 240.17Ad-7, as such regulations may be amended from time to time. The Transfer Agent shall also maintain customary records in connection with its agency for the Fund; particularly those records required to be maintained pursuant to subparagraph (2)(iv) of paragraph (b) of Rule 31a-1 under the Investment Company Act of 1940. Records maintained by the Transfer Agent on behalf of the Fund shall be made available for reasonable examinations by the SEC or any other regulatory agency having jurisdiction over the Fund’s business, upon reasonable request and shall be maintained by the Transfer Agent for such period as required by applicable law or until such earlier time as the Transfer Agent has delivered such records into the Fund’s possession or destroyed them at the Fund’s request.

 

11.4 Compliance Program. The Transfer Agent maintains and will continue to maintain a comprehensive compliance program reasonably designed to prevent violations of the federal securities laws pursuant to Rule 38a-1 under the 1940 Act. Pursuant to its compliance program, the Transfer Agent will provide periodic measurement reports to the Fund. Upon request of the Fund, the Transfer Agent will provide to the Fund in connection with any periodic annual or semi-annual shareholder report filed by the Fund or, in the absence of the filing of such reports, on a quarterly basis, a sub-certification pursuant to the Sarbanes-Oxley Act of 2002 with respect to the Transfer Agent’s performance of the services set forth in this Agreement and its internal controls related thereto. In addition, on a quarterly basis, the Transfer Agent will provide to the Fund a certification in connection with Rule 38a-1 under the 1940 Act. The Transfer Agent reserves the right to amend and update its compliance program and the measurement tools and certifications provided thereunder from time to time in order to address changing regulatory and industry developments.

 

11.5 SAS70 Reports. The Transfer Agent will furnish to the Fund, on a semi-annual basis, a report in accordance with Statements on Auditing Standards No. 70 or such other report as may be implemented by applicable accounting or regulatory authority in lieu thereof (the “SAS70 Report”) as well as such other reports and information relating to the Transfer Agent’s policies and procedures and its compliance with such policies and procedures and with the laws applicable to its business and its services, as the Fund may reasonably request.

 

11.6

Information Security. The Transfer Agent maintains and will continue to maintain at each service location physical and information security and data protection safeguards against the destruction, loss, theft or alteration of the Fund’s Confidential Information, including Customer Information, in the possession of the Transfer Agent that will be no less rigorous than those in place at the effective date of this Agreement, and from time to time enhanced in accordance with changes in regulatory requirements. The Transfer Agent will, at a minimum, update its policies to remain compliant with regulatory requirements, including those under the GLB Act and the Mass Privacy Act, to the extent

 

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  applicable to its business. The Transfer Agent will meet with the Fund, at its request, on an annual basis to discuss information security safeguards. If the Transfer Agent or its agents discover or are notified that someone has violated security relating to the Fund’s Confidential Information, including Customer Information, the Transfer Agent will promptly (a) notify the Fund of such violation, and (b) if the applicable Confidential Information was in the possession or under the control of the Transfer Agent or its agents at the time of such violation, the Transfer Agent will promptly (i) investigate, contain and address the violation, and (ii) advise the Fund as to the steps being taken that are reasonably designed to prevent future similar violations.

 

11.7 Business Continuity. The Transfer Agent will maintain a comprehensive business continuity plan and will provide an executive summary of such plan upon reasonable request of the Fund. The Transfer Agent will test the adequacy of its business continuity plan at least annually and upon request, the Fund may participate in such test. Upon request by the Fund, the Transfer Agent will provide the Fund with a letter assessing the most recent business continuity test results. In the event of a business disruption that materially impacts the Transfer Agent’s provision of services under this Agreement; the Transfer Agent will promptly notify the Fund of the disruption and the steps being implemented under the business continuity plan.

 

12. Termination of Agreement

 

12.1 Term . The initial term of this Agreement (the “Initial Term”) shall be six (6) months from the date first stated above unless terminated pursuant to the provisions of this Section 12 . Subsequent to the Initial Term, the terms of this Agreement will continue to apply; however, thereafter, if either party wishes to terminate this Agreement, that party shall give the other one hundred eighty (180) days prior written notice. Such termination by the Funds shall be subject to the terms of this Section, including the payments applicable under Section 12.3. One hundred twenty (120) days before the expiration of the Initial Term or on annual intervals thereafter, the Transfer Agent and the Fund will agree upon a Fee Schedule for the upcoming term, and Schedule 3.1 shall be revised accordingly. In the event the parties fail to agree upon a new Fee Schedule as of such date, the Fee Schedule set forth as Schedule 3.1 hereto shall remain in effect. Notwithstanding the termination of this Agreement, the terms and conditions of this Agreement shall continue to apply until the completion of Deconversion (defined below).

 

12.2

Deconversion . In the event that this Agreement is terminated for any reason by the Fund, the Transfer Agent agrees that, in order to provide for uninterrupted service to the Fund, the Transfer Agent, at Fund’s request, shall offer reasonable assistance to the Fund in converting the Fund’s records from the Transfer Agent’s systems to whatever services or systems are designated by the Fund (the “Deconversion”). Such Deconversion is subject to the reasonable recompense of the Transfer Agent for such assistance at its standard rates and fees in effect at the time and to a reasonable time frame for performance as agreed to by the parties. As used herein “reasonable assistance” shall not include requiring the Transfer Agent (i) to assist any new service or system provider to modify, to alter, to enhance, or to improve such provider’s system, or to provide any new

 

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  functionality to such provider’s system, (ii) to disclose any protected information of the Transfer Agent, including the Proprietary Information as defined in Section 7.1 , or (iii) to develop Deconversion software, to modify any of the Transfer Agent’s software, or to otherwise alter the format of the data as maintained on any provider’s systems.

 

12.3 Termination .

(a) Outstanding Fees and Charges . In the event of termination of this Agreement, the Fund will promptly pay the Transfer Agent all fees and charges for the services provided under this Agreement (i) which have been accrued and remain unpaid as of the date of such notice of termination and (ii) which thereafter accrue for the period through and including the date of the Fund’s Deconversion.

(b) Deconversion Costs and Post-Deconversion Support Fees. In the event of termination of this Agreement, the Fund shall pay the Transfer Agent for the Deconversion costs as noted in Section 12.2 and all reasonable fees and expenses for providing any support services that the Fund requests the Transfer Agent to provide post Deconversion, including but not limited to tax reporting and open issue resolution.

(c) Early Termination . In addition to the foregoing, in the event that the Fund terminates this Agreement prior to the third (3 rd ) anniversary of the date of this Agreement, other than due to the Transfer Agent’s bankruptcy under Section 12.6 or for cause under Section 12.7 , then the Fund shall pay the Transfer Agent an amount equal to $500,000 if notice of termination occurs during the first year; $300,000 if notice occurs during the second year; and $100,000 during the last year of the three years.

 

12.4 Confidential Information . Upon termination of this Agreement, each party shall return to the other party all copies of confidential or proprietary materials or information received from such other party hereunder, other than materials or information required to be retained by such party under applicable laws or regulations.

 

12.5 Unpaid Invoices . The Transfer Agent may terminate this Agreement immediately upon an unpaid invoice payable by the Fund to the Transfer Agent being outstanding for more than ninety (90) days after receipt by the Fund, except with respect to any amount subject to a good faith dispute within the meaning of Section 3.5 of this Agreement.

 

12.6 Bankruptcy. Either party hereto may terminate this Agreement by notice to the other party, effective at any time specified therein, in the event that (a) the other party ceases to carry on its business or (b) an action is commenced by or against the other party under Title 11 of the United States Code or a receiver, conservator or similar officer is appointed for the other party and such suit, conservatorship or receivership is not discharged within thirty (30) days.

 

12.7

Cause. If either of the parties hereto becomes in default in the performance of its duties or obligations hereunder and such default has a material adverse effect on the other party, then the non-defaulting party may give notice to the defaulting party specifying the

 

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  nature of the default in sufficient detail to permit the defaulting party to identify and cure such default. If the defaulting party fails to cure such default within thirty (30) days of receipt of such notice, or within such other period of time as the parties may agree is necessary for such cure, then the non-defaulting party may terminate this Agreement upon notice of not less than five (5) days to the defaulting party.

 

12.8 The parties agree that the effective date of any Deconversion as a result of termination hereof shall not occur during the period from December 15th through March 1st of any year to avoid adversely impacting a year-end.

 

12.9 Within thirty (30) days after completion of a Deconversion, the Funds will give notice to the Transfer Agent containing reasonable instructions regarding the disposition of tapes, data files, records, original source documentation or other property belonging to the Fund and then in the Transfer Agent’s possession and shall make payment for the Transfer Agent’s reasonable costs to comply with such notice. If the Fund fails to give that notice within thirty (30) days after termination of this Agreement, then the Transfer Agent may dispose of such property as it sees fit. The reasonable costs of any such disposition or of the continued storage of such tapes, data files, records, original source documentation or other properties shall be billed to, and within thirty (30) days of receipt of such invoice paid by, the Fund. Failure to pay such sums when due shall incur a late charge in accordance with Section 3.7 of this Agreement. In no event shall the Transfer Agent be required to keep archived versions of Fund records beyond the requirements of law applicable to its transfer agency business and the terms of this Section 12.10 . In the event the Fund terminates this Agreement and later re-engages the Transfer Agent for performance of transfer agency services, the Fund agrees to pay the reasonable administrative costs for recovery of any records that are still in the Transfer Agent’s possession.

 

13. Assignment and Third Party Beneficiaries

 

13.1 Except as provided in Section 14.1 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party, which consent shall not be unreasonably withheld. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement.

 

13.2 Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Transfer Agent and the Fund, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Transfer Agent and the Fund. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

 

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13.3 This Agreement does not constitute an agreement for a partnership or joint venture between the Transfer Agent and the Fund. Other than as provided in Section 14.1 and Schedule 1.2(f), neither party shall make any commitments with third parties that are binding on the other party without the other party’s prior written consent.

 

14. Subcontractors

 

14.1 The Transfer Agent may, without further consent on the part of the Funds, subcontract for the performance hereof with an affiliate of the Transfer Agent which has similar capabilities and resources as the Transfer Agent and is duly registered as a transfer agent pursuant to Section 17A(c)(2) of the 1934 Act or, with regard to print/mail services, to DST Output, Inc., an affiliate of the Transfer Agent; provided, however, that the Transfer Agent shall be fully responsible to the Funds for the acts and omissions of its affiliate as it is for its own acts and omissions. The foregoing shall not be deemed to apply to any direct contracts between the Fund and any affiliate of the Transfer Agent as to which the Transfer Agent is not a party. The Transfer Agent may provide the services hereunder from service locations within or outside of the United States.

 

14.2 For purposes of this Agreement, unaffiliated third parties such as, by way of example and not limitation, Airborne Services, Federal Express, United Parcel Service, the U.S. Mails, the NSCC and telecommunication companies, shall not be deemed to be subcontractors of the Transfer Agent.

 

15. Changes and Modifications

 

15.1 During the term of this Agreement the Transfer Agent will use on behalf of the Fund, without additional cost, all modifications, enhancements, or changes which its affiliate DST Systems, Inc. may make to the TA2000 System in the normal course of its business and which are applicable to functions and features offered by the Fund, unless substantially all clients of the Transfer Agent are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Fund agrees to pay the Transfer Agent promptly for those modifications and improvements the Fund elects to utilize, which are charged for separately at the rate provided for in the Transfer Agent’s standard pricing schedule which shall be identical for substantially all clients, if a standard pricing schedule shall exist. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged.

 

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15.2 The Transfer Agent shall have the right, at any time and from time to time, to alter and modify any systems, programs, procedures or facilities used or employed in performing its duties and obligations hereunder; provided that the Fund will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using or employing the TA2000 System or the Transfer Agent’s facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the Fund is given thirty (30) days prior notice to allow the Fund to change its procedures and unless the Transfer Agent provides the Fund with revised operating procedures and controls.

 

15.3 All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, DST Systems, Inc., an affiliate of the Transfer Agent.

 

16. Miscellaneous

 

16.1 Amendment. This Agreement may be amended or modified by a written agreement executed by both parties and authorized or approved by a resolution of the Board of Trustees or the Board of Directors, as the case may be, of the Fund.

 

16.2 New York Law to Apply. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York.

 

16.3 Force Majeure. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, acts of war or terrorism, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes.

 

16.4 Consequential Damages. Neither party to this Agreement shall be liable to the other party for special, indirect or consequential damages under any provision of this Agreement or for any special, indirect or consequential damages arising out of any act or failure to act hereunder.

 

16.5 Survival. All provisions regarding indemnification, warranty, liability, and limits thereon, and confidentiality and/or protections of proprietary rights and trade secrets shall survive the termination of this Agreement.

 

16.6 Severability. If any provision or provisions of this Agreement shall be held invalid, unlawful, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

 

24


16.7 Priorities Clause. In the event of any conflict, discrepancy or ambiguity between the terms and conditions contained in this Agreement and any Schedules or attachments hereto, the terms and conditions contained in this Agreement shall take precedence.

 

16.8 Waiver. No waiver by either party or any breach or default of any of the covenants or conditions herein contained and performed by the other party shall be construed as a waiver of any succeeding breach of the same or of any other covenant or condition.

 

16.9 Merger of Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

 

16.10 Counterparts. This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

 

16.11. Reproduction of Documents. This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction shall likewise be admissible in evidence.

 

16.12 Notices. All notices and other communications as required or permitted hereunder shall be in writing and sent by first class mail, postage prepaid, addressed as follows or to such other address or addresses of which the respective party shall have notified the other.

 

  (a) If to the Transfer Agent, to:

Boston Financial Data Services, Inc.

2000 Crown Colony Drive

Quincy, Massachusetts 02169-0953

Attention: Legal Department

Facsimile: 617-483-7091

 

  (b) If to the Funds, to:

Marshall Funds, Inc.

111 East Kilbourn Ave, Ste 200

Milwaukee, WI 53202-6648

Attention: John Blaser

Email: john.blaser@micorp.com

Facsimile: 414-287-7025

 

25


17. Additional Portfolios/Funds

 

17.1 Additional Portfolios . In the event that a Fund establishes one or more series of Shares, in addition to those listed on the attached Schedule A, with respect to which it desires to have the Transfer Agent render services as transfer agent under the terms hereof, it shall so notify the Transfer Agent in writing, and if the Transfer Agent agrees in writing to provide such services, such series of Shares shall become a Portfolio hereunder by the parties amending the Schedule A to include the additional series.

 

17.2 Additional Funds. In the event that an entity affiliated with the Funds, in addition to those listed on the Schedule A, desires to have the Transfer Agent render services as transfer agent under the terms hereof and the Transfer Agent agrees to provide such services, upon completion of an amended Schedule A signed by all parties to the Agreement, such entity shall become a Fund hereunder and any series thereof shall become a Portfolio hereunder.

 

17.3 Conditions re: Additional Funds/Portfolios . In the event that the Transfer Agent is to become the transfer agent for new funds or portfolios, the Transfer Agent shall add them to the TA2000 System upon at least thirty (30) days’ prior written notice to the Transfer Agent provided that the requirements of such funds or portfolios are generally consistent with services then being provided by the Transfer Agent under this Agreement, in which case the fees and expenses for such additional funds or portfolios shall be determined in accordance with Section 3.1 .

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.

 

EACH OF THE ENTITIES, INDIVIDUALLY

AND NOT JOINTLY, AS LISTED ON

SCHEDULE A

By:   /s/ John M. Blaser
Name:   John M. Blaser
Title:   President
As an Authorized Officer on behalf of each of the Funds indicated on Schedule A

 

26


ATTEST:

/s/ Stephen R. Oliver

 

BOSTON FINANCIAL DATA SERVICES, INC.
By:   /s/ Richard J. Ahl
Name:   Richard J. Ahl
Title:   Senior Vice President

ATTEST:

 

 

 

27


SCHEDULE A

Funds and Portfolios

Effective Date: June 30, 2011

 

Fund

  

Type of Entity

   Jurisdiction

Marshall Large-Cap Focus Fund

     

Marshall Large-Cap Value Fund

     

Marshall Large-Cap Growth Fund

     

Marshall Mid-Cap Value Fund

     

Marshall Mid-Cap Growth Fund

     

Marshall Small-Cap Value Fund

     

Marshall Small-Cap Growth Fund

     

Marshall International Stock Fund

     

Marshall Government Income Fund

     

Marshall Short-Intermediate Bond Fund

     

Marshall Intermediate Tax-Free Fund

     

Marshall Short-Term Income Fund

     

Marshall Prime Money Market Fund

     

Marshall Government Money Market Fund

     

Marshall Tax-Free Money Market Fund

     

Marshall Aggregate Bond Fund

     

Marshall Emerging Markets Equity Fund

     

Marshall Core Plus Bond Fund

     

Marshall Corporate Income Fund

     

Marshall Ultra Short Tax-Free Fund

     

 

EACH OF THE ENTITIES,

INDIVIDUALLY AND NOT JOINTLY, AS

LISTED ON SCHEDULE A

   

BOSTON FINANCIAL DATA

SERVICES, INC.

By:

  /s/ John M. Blaser    

By:

  /s/ Richard J. Ahl
Name:   John M. Blaser     Name:   Richard J. Ahl
Title:  

President

    Title:   Senior Vice President

As an Authorized Officer on behalf of each

of the Funds indicated on Schedule A

 

Schedule A-1


SCHEDULE 1.2(f)

AML DELEGATION

Dated: June 30, 2011

 

  1. Delegation.

 

  1.1 In order to assist the Fund with the Fund’s AML responsibilities under applicable AML laws, the Transfer Agent offers certain risk-based AML Procedures that are reasonably designed to: (i) promote the detection and reporting of potential money laundering activities; and (ii) assist in the verification of persons opening accounts with the Fund. The Fund has had an opportunity to review the AML Procedures with the Transfer Agent and desires to implement the AML Procedures as part of the Fund’s overall AML program (the “AML Program”).

 

  1.2 Accordingly, subject to the terms and conditions set forth in this Agreement, the Fund hereby instructs and directs the Transfer Agent to implement the AML Procedures as set forth in Section 4 below on the Fund’s behalf and delegates to the Transfer Agent the day-to-day operation of the AML Procedures. The AML Procedures set forth in Section 4 may be amended, from time to time, by mutual agreement of the Fund and the Transfer Agent upon the execution by such parties of a revised Schedule 1.2(f) bearing a later date than the date hereof.

 

  1.3 The Transfer Agent agrees to perform such AML Procedures, with respect to the ownership of Shares in the Fund for which the Transfer Agent maintains the applicable shareholder information, subject to and in accordance with the terms and conditions of this Agreement.

 

  2. Consent to Examination. In connection with the performance by the Transfer Agent of the AML Procedures, the Transfer Agent understands and acknowledges that the Fund remains responsible for assuring compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) and that the records the Transfer Agent maintains for the Fund relating to the AML Program may be subject, from time to time, to examination and/or inspection by federal regulators in order that the regulators may evaluate such compliance. The Transfer Agent hereby consents to such examination and/or inspection and agrees to cooperate with such federal examiners in connection with their review. For purposes of such examination and/or inspection, the Transfer Agent will use its best efforts to make available, during normal business hours and on reasonable notice all required records and information for review by such examiners.

 

  3. Limitation on Delegation. The Fund acknowledges and agrees that in accepting the delegation hereunder, the Transfer Agent is agreeing to perform only the AML Procedures, as may be amended from time to time, and is not undertaking and shall not be responsible for any other aspect of the AML Program or for the overall compliance by the Fund with the USA PATRIOT Act or for any other matters that have not been delegated hereunder. Additionally, the parties acknowledge and agree that the Transfer Agent shall only be responsible for performing the AML Procedures with respect to the ownership of, and transactions in, Shares in the Fund for which the Transfer Agent maintains the applicable Shareholder information.

 

Schedule 1.2(f) - 1


4. AML Procedures 1

 

  4.1 Consistent with the services provided by the Transfer Agent and with respect to the ownership of Shares in the Fund for which the Transfer Agent maintains the applicable Shareholder information, the Transfer Agent shall:

(a) On a daily basis, submit all new customer account registrations and registration changes through the Office of Foreign Assets Control (“OFAC”) database and such other lists or databases as may be required from time to time by applicable regulatory authorities;

(b) Submit all account registrations through OFAC databases and such other lists or databases as may be required from time to time by applicable regulatory authorities;

(c) On a daily basis, submit special payee information from checks, outgoing wires and systematic withdrawal files through the OFAC database;

(d) Review certain types of redemption transactions that occur within thirty (30) days of an account establishment, registration change, or banking information change (e.g. redemption by check after address change; redemption by wire after banking information change; or redemptions over a certain % after establishment);

(e) Review wires sent pursuant to banking instructions other than those on file with the Transfer Agent;

(f) Review accounts with small balances followed by large purchases;

(g) Review accounts with frequent activity within a specified date range followed by a large redemption;

(h) Review purchase and redemption activity by check that meets or exceeds $100,000 threshold on any given day;

(i) Determine when a suspicious activity report (“SAR”) should be filed as required by regulations applicable to mutual funds; prepare and file the SAR; provide the Fund with a copy of the SAR within a reasonable time after filing; and notify the Fund if any further communication is received from the U.S. Department of the Treasury or other law enforcement agencies regarding such filing;

 

 

1  

The accounts, transactions, items and activity reviewed in each case are subject to certain standard exclusions as set forth in written procedures of the Transfer Agent, which have been made available to the Fund and which may be modified from time to time.

 

Schedule 1.2(f) -2


(j) Compare account information to any FinCEN request received by the Fund and provided to the Transfer Agent pursuant to USA PATRIOT Act Sec. 314(a). Provide the Fund with the necessary information for it to respond to such request within required time frame;

(k) (i) Take reasonable steps to verify the identity of any person seeking to become a new customer of the Fund and notify the Fund in the event such person cannot be verified, (ii) Maintain records of the information used to verify the person’s identity, as required, and (iii) Determine whether the person appears on any lists of known or suspected terrorists or terrorist organizations provided to the Fund by any government agency;

(l) Conduct due diligence and if required, enhanced due diligence in accordance with 31 C.F.R. 103.176(b) for new and existing correspondent accounts for foreign financial institutions (as defined in 31 C.F.R. 103.175). The Transfer Agent will perform an assessment of the money laundering risk presented by the account based on a consideration of relevant factors in accordance with applicable law and information provided by the foreign financial institution in a financial institution questionnaire. If an account is determined to have a medium or above risk-ranking, the Transfer Agent will monitor the account on a monthly basis for unusual activity. In the situation where due diligence cannot be completed with respect to an account, the Transfer Agent will contact the Fund’s AML Officer for further instruction.

(m) Upon the request by the Fund, conduct due diligence to determine if the Fund is involved with any foreign jurisdiction, institution, class of transactions and a type of account designated, from time to time, by the U.S. Department of Justice in order to identify and take certain “special measures” against such entities as required under Section 311 of the USA PATRIOT Act (31 C.F.R. 103.193).

 

  4.2 In the event that the Transfer Agent detects activity as a result of the foregoing procedures, which necessitates the filing by the Transfer Agent of a SAR or other similar report or notice to OFAC, then the Transfer Agent shall also immediately notify the Fund, unless prohibited by applicable law.

 

EACH OF THE ENTITIES,

INDIVIDUALLY AND NOT JOINTLY,

AS LISTED ON SCHEDULE A

   

BOSTON FINANCIAL DATA

SERVICES, INC.

By:

  /s/ John M. Blaser     By:   /s/ Richard J. Ahl
Name: John M. Blaser     Name: Richard J. Ahl
Title: President     Title: Senior Vice President
As an Authorized Officer on behalf of each of the Funds indicated on Schedule A    

 

Schedule 1.2(f) - 3


SCHEDULE 2.1

THIRD PARTY ADMINISTRATOR(S) PROCEDURES

Effective Date: June 30, 2011

 

1. On each day on which both the New York Stock Exchange and the Fund are open for business (a “Business Day”), the TPA(s) shall receive, on behalf of and as agent of the Fund, Instructions (as hereinafter defined) from the Plan. Instructions shall mean as to each Fund (i) orders by the Plan for the purchases of Shares, and (ii) requests by the Plan for the redemption of Shares; in each case based on the Plan’s receipt of purchase orders and redemption requests by Participants in proper form by the time required by the term of the Plan, but not later than the time of day at which the net asset value of a Fund is calculated, as described from time to time in that Fund’s prospectus. Each Business Day on which the TPA receives Instructions shall be a “Trade Date.”

 

2. The TPA(s) shall communicate the TPA(s)’s acceptance of such Instructions, to the applicable Plan.

 

3. On the next succeeding Business Day following the Trade Date on which it accepted Instructions for the purchase and redemption of Shares, (TD+1), the TPA(s) shall notify the Transfer Agent of the net amount of such purchases or redemptions, as the case may be, for each of the Plans. In the case of net purchases by any Plan, the TPA(s) shall instruct the Trustees of such Plan to transmit the aggregate purchase price for Shares by wire transfer to the Transfer Agent on (TD+1). In the case of net redemptions by any Plan, the TPA(s) shall instruct the Fund’s custodian to transmit the aggregate redemption proceeds for Shares by wire transfer to the Trustees of such Plan on (TD+1). The times at which such notification and transmission shall occur on (TD+1) shall be as mutually agreed upon by each Fund, the TPA(s), and the Transfer Agent.

 

4. The TPA(s) shall maintain separate records for each Plan, which record shall reflect Shares purchased and redeemed, including the date and price for all transactions, and Share balances. The TPA(s) shall maintain on behalf of each of the Plans a single master account with the Transfer Agent and such account shall be in the name of that Plan, the TPA(s), or the nominee of either thereof as the record owner of Shares owned by such Plan.

 

5. The TPA(s) shall maintain records of all proceeds of redemptions of Shares and all other distributions not reinvested in Shares.

 

6. The TPA(s) shall prepare, and transmit to each of the Plans, periodic account statements showing the total number of Shares owned by that Plan as of the statement closing date, purchases and redemptions of Shares by the Plan during the period covered by the statement, and the dividends and other distributions paid to the Plan on Shares during the statement period (whether paid in cash or reinvested in Shares).

 

Schedule 2.1-1


7. The TPA(s) shall, at the request and expense of each Fund, transmit to the Plans prospectuses, proxy materials, reports, and other information provided by each Fund for delivery to its Shareholders.

 

8. The TPA(s) shall, at the request of each Fund, prepare and transmit to each Fund or any agent designated by it such periodic reports covering Shares of each Plan as each Fund shall reasonably conclude are necessary to enable the Fund to comply with state Blue Sky requirements.

 

9. The TPA(s) shall transmit to the Plans confirmation of purchase orders and redemption requests placed by the Plans; and

 

10. The TPA(s) shall, with respect to Shares, maintain account balance information for the Plan(s) and daily and monthly purchase summaries expressed in Shares and dollar amounts.

 

11. Plan sponsors may request, or the law may require, that prospectuses, proxy materials, periodic reports and other materials relating to each Fund be furnished to Participants in which event the Transfer Agent or each Fund shall mail or cause to be mailed such materials to Participants. With respect to any such mailing, the TPA(s) shall, at the request of the Transfer Agent or each Fund, provide at the TPA(s)’s expense a complete and accurate set of mailing labels with the name and address of each Participant having an interest through the Plans in Shares.

 

Schedule 2.1-2

Exhibit (h)(11)

SCHEDULE A

Funds and Portfolios

Effective Date: December 29, 2011

 

Fund

  

Type of Entity

  

Jurisdiction

BMO Large-Cap Focus Fund

     

BMO Large-Cap Value Fund

     

BMO Large-Cap Growth Fund

     

BMO Mid-Cap Value Fund

     

BMO Mid-Cap Growth Fund

     

BMO Small-Cap Value Fund

     

BMO Small-Cap Growth Fund

     

BMO Government Income Fund

     

BMO Short-Intermediate Bond Fund

     

BMO Intermediate Tax-Free Fund

     

BMO Short-Term Income Fund

     

BMO Prime Money Market Fund

     

BMO Government Money Market Fund

     

BMO Tax-Free Money Market Fund

     

BMO Aggregate Bond Fund

     

BMO Lloyd George Emerging Markets Equity Fund

     

BMO Core Plus Bond Fund

     

BMO Corporate Income Fund

     

BMO Ultra Short Tax-Free Fund

     

BMO Dividend Income Fund

     

BMO Pyrford International Stock Fund

     

BMO Pyrford Global Strategic Return Fund

     

BMO Monegy High Yield Bond Fund

     

 

EACH OF THE ENTITIES,

INDIVIDUALLY AND NOT JOINTLY, AS

LISTED ON SCHEDULE A

   

BOSTON FINANCIAL DATA

SERVICES, INC.

By:         By:    
Name:   John M. Blaser     Name:  

Title:

  President    

Title:

 

As an Authorized Officer on behalf of each of

the Funds indicated on Schedule A

Exhibit (h)(13)

Fifth Amended and Restated

Schedule A

to the

Fund Accounting Agreement

by and between

Marshall Funds, Inc.

and

UMB Fund Services, Inc.

Intending to be legally bound, the undersigned hereby amend and restate Schedule A to the aforesaid Agreement as follows, effective as of the date set forth below:

Names of Funds

BMO Government Money Market Fund

BMO Tax-Free Money Market Fund

BMO Prime Money Market Fund

BMO Short-Term Income Fund

BMO Short-Intermediate Bond Fund

BMO Intermediate Tax-Free Fund

BMO Government Income Fund

BMO TCH Corporate Income Fund

BMO Aggregate Bond Fund

BMO TCH Core Plus Bond Fund

BMO Large-Cap Focus Fund

BMO Large-Cap Value Fund

BMO Large-Cap Growth Fund

BMO Mid-Cap Value Fund

BMO Mid-Cap Growth Fund

BMO Small-Cap Growth Fund

BMO Ultra Short Tax-Free Fund

BMO Small Cap Value Fund

BMO Monegy High Yield Fund

BMO Dividend Income Fund

In witness whereof, the undersigned have executed this Fourth Amended and Restated Schedule A to the Fund Accounting Agreement between Marshall Funds, Inc. and UMB Fund Services, Inc., effective as of the 29th day of December, 2011.

 

UMB FUND SERVICES, INC.     MARSHALL FUNDS, INC.
By:   /s/     Constance Dye Shannon     By:   /s/    Timothy M. Bonin

Title:

  Executive Vice President     Title:   Treasurer

Exhibit (i)(8)

 

LOGO  

780 NORTH WATER STREET

MILWAUKEE, WISCONSIN 53202-3590

 

TEL.414.273.3500 FAX.414.273.5198

 

www.GKLAW.COM

December 29, 2011

M&I Investment Management Corp.

111 East Kilbourn Avenue, Suite 200

Milwaukee, Wisconsin 53202

 

  RE: BMO Dividend Income Fund, BMO Monegy High Yield Bond Fund, BMO Pyrford International Stock Fund and BMO Pyrford Global Strategic Return Fund

Ladies and Gentlemen:

We have acted as Wisconsin corporate counsel for you in connection with the sale by Marshall Funds, Inc. (the “Company”) of an indefinite number of shares (the “Shares”) of common stock, $.0001 par value, of Series Y and Series I shares of (a) the BMO Dividend Income Fund, (b) the BMO Monegy High Yield Bond Fund, (c) the BMO Pyrford International Stock Fund and (d) the BMO Pyrford Global Strategic Return Fund (collectively, the “Funds”) in the manner set forth in the Registration Statement on Form N-1A (the “Registration Statement”) (and the Prospectus of the Funds included therein).

We have examined: (a) the Registration Statement (and the Prospectus of the Funds included therein), (b) the Company’s Articles of Incorporation and By-Laws, each as amended to date, (c) certain resolutions of the Company’s Board of Directors and (d) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion.

Based on the foregoing, we are of the opinion that the Shares, when sold as contemplated in the Registration Statement, will be duly authorized, validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, however, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act of 1933, as amended (the “1933 Act”), or within the category of persons whose consent is required by Section 7 of the 1933 Act.

 

Very truly yours,
/s/    Godfrey & Kahn, S.C.        
GODFREY & KAHN, S.C.

Exhibit (j)

 

 

 

 

 

 

 

Consent of Independent Registered Public Accounting Firm

 

 

The Shareholders and Board of Directors of Marshall Funds, Inc.:

 

We consent to the use of our report dated October 24, 2011, with respect to Large-Cap Value Fund, Large-Cap Growth Fund, Large-Cap Focus Fund, Mid-Cap Growth Fund, Mid-Cap Value Fund, Small-Cap Value Fund, Small-Cap Growth Fund, Lloyd George Emerging Markets Equity Fund (formerly Emerging Markets Equity Fund), Ultra Short Tax-Free Fund, Short-Term Income Fund, Short-Intermediate Bond Fund, Intermediate Tax-Free Fund, Government Income Fund, TCH Corporate Income Fund (formerly Corporate Income Fund), Aggregate Bond Fund, TCH Core Plus Bond Fund (formerly Core Plus Bond Fund), Government Money Market Fund, Tax-Free Money Market Fund, and Prime Money Market Fund, each a series of Marshall Funds, Inc., incorporated by reference herein, and to the references to our Firm under the headings “Financial Highlights” in the prospectus and “Independent Registered Public Accounting Firm” in the Statement of Additional Information.

 

KPMG LLP

 

 

 

 

December 29, 2011

 

 

Milwaukee, WI

Exhibit (n)

MARSHALL FUNDS, INC.

MULTIPLE CLASS PLAN

AMENDED AND RESTATED EFFECTIVE NOVEMBER 30, 2011

This Multiple Class Plan (“Plan”) is adopted by Marshall Funds, Inc. (the “Corporation”), a Wisconsin corporation, with respect to the classes of shares (“Classes”) of certain of its portfolios (the “Funds”) set forth in exhibits hereto (the “Class Exhibits”).

1. PURPOSE

This Plan is adopted pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended (the “Rule”), in connection with the issuance by the Corporation of more than one class of shares of any or all of the Funds in reliance on the Rule.

2. SEPARATE ARRANGEMENTS/CLASS DIFFERENCES

The arrangements for shareholder services or the distribution of securities, or both, for each Class shall be as set forth in the applicable Class Exhibit hereto.

3. EXPENSE ALLOCATIONS

Each Class shall be allocated their allocable portion of Fund-level and Corporation-level expenses. Each Class shall be allocated those expenses attributable specifically to the Class, which are described in the applicable Class Exhibit hereto (“Class Expenses”). Class Expenses may include distribution expenses; shareholder services expenses; transfer agent fees; printing and postage expenses related to preparing and distributing materials such as shareholder reports, prospectuses, and proxies to current shareholders; blue sky registration fees; SEC registration fees; the expense of administrative personnel and services as required to support the shareholders of a specific class; litigation or other legal expenses relating solely to one Class; or directors’ fees incurred as a result of issues relating to one Class of shares.

4. CONVERSION FEATURES

The conversion features for shares of each Class shall be as set forth in the applicable Class Exhibit hereto.

5. EXCHANGE FEATURES

The exchange features for shares of each Class shall be as set forth in the applicable Class Exhibit hereto.

6. AMENDMENT

Any material amendment of this Plan or any Class Exhibit hereto by the Corporation is subject to the approval of a majority of the directors of the Corporation, and a majority of the directors of the Corporation who are not interested persons of the Corporation, pursuant to the Rule.


EXHIBIT A

to the

Multiple Class Plan

MARSHALL FUNDS, INC.

CLASS Y SHARES

Marshall Prime Money Market Fund

Marshall Government Money Market Fund

Marshall Tax-Free Money Market Fund

Marshall Large-Cap Focus Fund

Marshall Large-Cap Value Fund

Marshall Large-Cap Growth Fund

Marshall Mid-Cap Value Fund

Marshall Mid-Cap Growth Fund

Marshall Small-Cap Value Fund

Marshall Small-Cap Growth Fund

Marshall International Stock Fund

Marshall Emerging Markets Equity Fund

Marshall Core Plus Bond Fund

Marshall Corporate Income Fund

Marshall Aggregate Bond Fund

Marshall Government Income Fund

Marshall Short-Intermediate Bond Fund

Marshall Intermediate Tax-Free Fund

Marshall Short-Term Income Fund

Marshall Ultra Short Tax-Free Fund

This Exhibit to the Multiple Class Plan (the “Plan”) is hereby adopted by the above-listed portfolios of the Corporation (“Funds”) pursuant to Sections 2, 3, 4, and 5 of the Plan with regard to the Class Y Shares of the Funds.

 

1. SEPARATE ARRANGEMENTS

CHANNEL/TARGET CUSTOMERS

Class Y Shares are primarily designed for sale to retail customers and others who prefer to invest in open-end investment company securities without a sales load.

SALES LOAD

None

 

A-1


DISTRIBUTION FEES

None

SHAREHOLDER SERVICE FEES

Maximum shareholder service fee: 0.25 of 1% of the average daily net asset value of the Class Y Shares. All or any portion of this fee may be waived by the shareholder servicing agent from time to time.

MINIMUM INVESTMENTS

The minimum initial investment in Class Y Shares is $1,000. Subsequent investments must be in amounts of at least $50.

VOTING RIGHTS

Each Class Y Share gives the shareholder one vote in Director elections and other matters submitted to shareholders of the entire Corporation for vote. All shares have equal voting rights, except that only shares of a particular Fund or class are entitled to vote in matters affecting that Fund or class.

 

2. EXPENSE ALLOCATION

DISTRIBUTION FEES

None

SHAREHOLDER SERVICE FEES

Shareholder Service Fees are allocated equally among the Class Y Shares of each Fund.

 

3. CONVERSION FEATURES

Class Y Shares are not convertible into shares of any other class.

 

4. EXCHANGE FEATURES

Class Y Shares of any Fund may be exchanged for Shares of other Funds of the Corporation pursuant to the conditions described in the applicable prospectus.

 

A-2


EXHIBIT B

to the

Multiple Class Plan

MARSHALL FUNDS, INC.

CLASS I SHARES

Marshall Prime Money Market Fund

Marshall Government Money Market Fund

Marshall Tax-Free Money Market Fund

Marshall Large-Cap Focus Fund

Marshall Large-Cap Value Fund

Marshall Large-Cap Growth Fund

Marshall Mid-Cap Value Fund

Marshall Mid-Cap Growth Fund

Marshall Small-Cap Value Fund

Marshall Small-Cap Growth Fund

Marshall International Stock Fund

Marshall Emerging Markets Equity Fund

Marshall Core Plus Bond Fund

Marshall Corporate Income Fund

Marshall Aggregate Bond Fund

Marshall Government Income Fund

Marshall Short-Intermediate Bond Fund

Marshall Intermediate Tax-Free Fund

Marshall Short-Term Income Fund

Marshall Ultra Short Tax-Free Fund

This Exhibit to the Multiple Class Plan (the “Plan”) is hereby adopted by the above-listed portfolios of the Corporation (“Funds”) pursuant to Sections 2, 3, 4, and 5 of the Plan with regard to the Class I Shares of the Funds.

 

1. SEPARATE ARRANGEMENTS

CHANNEL/TARGET CUSTOMERS

Class I Shares are designed for sale to institutional investors.

SALES LOAD

None

 

B-1


DISTRIBUTION FEES

None

SHAREHOLDER SERVICE FEES

None

MINIMUM INVESTMENTS

The minimum initial investment in Class I Shares of the Marshall Prime Money Market Fund, the Marshall Government Money Market Fund and the Marshall Tax-Free Money Market Fund is $10 million.

The minimum initial investment in Class I Shares of each other Fund is $2 million.

VOTING RIGHTS

Each Class I Share gives the shareholder one vote in Director elections and other matters submitted to shareholders of the entire Corporation for vote. All shares have equal voting rights, except that only shares of a particular Fund or class are entitled to vote in matters affecting that Fund or class.

 

2. EXPENSE ALLOCATION

DISTRIBUTION FEES

None

SHAREHOLDER SERVICE FEES

None

 

3. CONVERSION FEATURES

If a shareholder’s investment in the Class I Shares of a Fund falls below the minimum investment for such Fund as set forth above, the Corporation may, in its discretion, convert the shareholder’s Class I Shares to Class Y Shares of the same Fund.

 

4. EXCHANGE FEATURES

Class I Shares of any Fund may be exchanged for Shares of other Funds of the Corporation pursuant to the conditions described in the applicable prospectus.

 

B-2

APPENDIX 6

CODE OF ETHICS OF PYRFORD INTERNATIONAL LTD

This Code of Ethics has been approved by the Board of Directors of Pyrford International Ltd (Pyrford), and [                    ] who are advisers to [                    ] (The Trust) pursuant to Rule 17j-1 (the “Rule”) under the Investment Company Act 1940 (the “Act”) to establish standards and procedures for the detection and prevention of activities by which persons having knowledge of the investments and investment intentions of Pyrford on behalf of [                    ] may abuse their fiduciary duties to The Portfolio and otherwise to deal with the types of conflict of interest situations to which the Rule is addressed.

The only persons subject to the transaction reporting provisions of this Code of Ethics are the employees, directors and officers of Pyrford who are Access Persons of The Portfolio (Schedule E). Each such person must read and retain this Code of Ethics, and should recognise that he or she is subject to its provisions.

Pyrford shall use reasonable diligence and institute procedures reasonably necessary to prevent violations of this Code of Ethics.

 

1. OBJECTIVE AND GENERAL PROHIBITIONS

The specific provisions and reporting requirements of the Rule and this Code of Ethics are concerned primarily with those investment activities of Access Persons, defined below, who are associated with Pyrford and who thus may benefit from or interfere with the purchase or sale of portfolio securities by Pyrford on behalf of The Portfolio. The Rule makes it “unlawful” for such persons to engage in conduct which is deceitful, fraudulent, or manipulative, or which involves false or misleading statements, in connection with the purchase or sale of securities by or for an investment company. Additionally, both the Rule and this Code of Ethics also prohibit any Access Person from using information concerning the investments or investment intentions of Pyrford on behalf of The Portfolio, or his or her ability to influence such investment intentions, for personal gain or in a manner detrimental to the interests of The Portfolio. Specifically, the Rule makes it “unlawful” for any such person, directly or indirectly, in connection with the purchase or sale of a “security held or to be acquired” by Pyrford on behalf of The Portfolio to:

 

  a) Employ any device, scheme or artifice to defraud The Portfolio;

 

  b) Make to The Portfolio any untrue statement of a material fact or omit to state to The Portfolio a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

 

  c) Engage in any act, practice, or course of business which operates or would operate as a fraud or deceit on The Portfolio; or

 

  d) Engage in any manipulative practice with respect to The Portfolio.


2. DEFINITIONS

Access Person ” means any director, officer or advisory person who, with respect to The Portfolio, makes any recommendation, participates in the determination of which recommendation will be made, or whose principal function or duties relate to the determination of which recommendation will be made, or who, in connection with his or her duties, obtains any information concerning recommendations on Covered Securities being made by Pyrford on behalf of The Portfolio.

“Advisory Person” means:

 

  a) Any employee of Pyrford (or of any company in a control relationship to Pyrford) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by Pyrford on behalf of the Portfolio, or whose functions relate to the making of any recommendations with respect to the purchases or sales; and

 

  b) Any natural person in a control relationship to Pyrford who obtains information concerning recommendations made to the Portfolio with regard to the purchase or sale of Covered Securities by Pyrford on behalf of the Portfolio.

Beneficial Ownership ” has the meaning set forth in paragraph (a)(2) of Rule 16a-1 under the Securities Exchange Act of 1934, and for purposes of this Code of Ethics shall be deemed to include, but not be limited to, any interest by which any Access Person or any member of his or her immediate family (relative by blood or marriage living in the same household) can directly or indirectly derive a monetary benefit from the purchase, sale (or other acquisition or disposition) or ownership of a Security.

Control ” shall have the same meaning as that set forth in Section 2(a)(9) of the Act.

Covered Security ” means any Security (as defined below) other than a Security that is:

 

  a) A direct obligation of the Government of the United States;

 

  b) A bankers’ acceptance, bank certificate of deposit, commercial paper, or high quality short-term debt instrument, including a repurchase agreement; or

 

  c) A share of an open-end investment company registered under the Act.

Initial Public Offering ” means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

Investment Personnel ” means:

 

  a) Any employee of Pyrford (or of any company controlling, controlled by or under common control with Pyrford) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of Securities by Pyrford on behalf of The Portfolio; and


  b) Any natural person who controls Pyrford and who obtains information concerning recommendations made regarding the purchase or sale of Securities by Pyrford on behalf of The Portfolio.

“Limited Offering” means an offering of Securities that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) thereof or Rule 504, Rule 505 or Rule 506 thereunder.

“The Portfolio” means any group of assets managed for a client or clients irrespective of the constitution of the client(s) or whether the assets are segregated or pooled.

“Security” shall have the meaning set forth in Section 2(a)(36) of the Act.

A security is “being considered for purchase or sale” from the time an order is given by or on behalf of Pyrford on behalf of The Portfolio to the order room of any other Party until all orders with respect to that security are completed or withdrawn.

 

3. PROHIBITED TRANSACTIONS

 

  a) Investment Personnel

Investment Personnel may not purchase or otherwise acquire direct or indirect Beneficial Ownership of any Security in an Initial Public Offering or a Limited Offering unless he or she obtains pre-clearance pursuant to Paragraph 3(c) below and reports to Pyrford the information required under this Code of Ethics.

 

  b) Access Person

An Access Person may not purchase or sell or otherwise acquire or dispose of any Security in which he or she has or thereby acquires a direct or indirect Beneficial Ownership if he or she knows or should know at the time of entering into the transaction by reason of which such Access Person has or acquires such direct or indirect Beneficial Ownership that: (i) Pyrford has engaged in a transaction on behalf of The Portfolio in the same security within the last 15 days, or is engaging in such transaction or is going to engage in a transaction on behalf of The Portfolio in the same security in the next 15 days, or (ii) Pyrford has within the last 15 days considered a transaction on behalf of The Portfolio in the same security or is considering a transaction on behalf of The Portfolio in the security or within the next 15 days is going to consider a transaction in the security on behalf of The Portfolio, unless such Access Person (i) obtains pre-clearance of such transaction and (ii) reports to Pyrford the information described in Paragraph 5(b) of this Code of Ethics.

 

  c) Pre-Clearance Requirement

 

  i) Obtaining Pre-Clearance

Pre-clearance of a personal transaction in a Security required to be approved under Paragraph 3(a) or Paragraph 3(b) above must be obtained from an officer of Pyrford. These persons are referred to in this Code of Ethics as “Clearing Officers.”


  ii) Time of Pre-Clearance

Transaction pre-clearances must be obtained no more than 3 days prior to making a purchase or sale of a Security. If the trade is not made within 3 days of the date of pre-clearance, a new pre-clearance must be obtained.

 

  iii) Form

Pre-clearance must be obtained in writing by completing and signing a form provided for that purpose by Pyrford, which form shall set forth the details of the proposed transaction, and obtaining the signatures of a Clearing Officer. Pre-clearance shall be requested by using the form attached as Schedule A.

 

  iv) Filing

A copy of all completed pre-clearance forms, with all required signatures, shall be retained by the Administrator of this Code of Ethics.

 

  d) Factors Considered in Pre-Clearance of Personal Transactions

A Clearing Officer may refuse to grant pre-clearance of a personal transaction in his or her sole discretion without being required to specify any reason for the refusal. Generally, the Clearing Officer will consider the following factors in determining whether or not to pre-clear a proposed transaction:

 

  i) Whether the amount or nature of the transaction or person making it is likely to affect the price or market for the Security;

 

  ii) Whether the individual making the proposed purchase or sale is likely to benefit from purchases or sales being made or being considered by Pyrford on behalf of The Portfolio;

 

  iii) Whether the Security proposed to be purchased or sold is one that would qualify for purchase or sale by Pyrford on behalf of The Portfolio; and

 

  iv) Whether the transaction is non-volitional on the part of the individual, such as receipt of a stock dividend or a sinking fund call.

 

4. EXEMPT TRANSACTIONS

The prohibitions of paragraph 3 above do not apply to:

 

  a) Purchases, sales or other acquisitions or dispositions of Securities for an account over which the Access Person has no direct influence or control and does not exercise indirect influence or control.

 

  b) Involuntary purchases or sales made by an Access Person.

 

  c) Purchases which are part of an automatic dividend reinvestment plan.


  d) Purchases or other acquisitions or dispositions resulting from the exercise of rights acquired from an issuer as part of a pro rata distribution to all holders of a class of Securities of such issuer and the sale of such rights.

 

  e) Purchases and redemptions of shares of registered, open-end mutual funds (but not shares of closed-end funds).

 

  f) Bank certificates of deposit and bankers’ acceptances.

 

  g) Commercial paper and high quality debt instruments (including repurchase agreements) with a stated maturity of 12 months or less.

 

  h) U.S. Treasury obligations.

 

  i) Purchases, sales or other acquisitions or dispositions which receive the prior approval of the Administrator of this Code of Ethics upon consideration of the factors stated in Paragraph 3(d) above and/or because:

 

  i) Their potential harm to The Portfolio is remote;

 

  ii) They would be unlikely to affect a highly institutional market; or

 

  iii) They are clearly not related economically to Securities being considered for purchases or sale by Pyrford on behalf of The Portfolio.

 

5. REPORTING REQUIREMENTS

 

  a) Initial Certification and Initial Holding Reports

Within ten (10) days after a person becomes an Access Person, such person shall complete and submit to the Administrator of this Code of Ethics an Initial Certification of Compliance and Initial Holdings Report on the form attached as Schedule C.

 

  b) Quarterly Reports

 

  (i) Within ten (10) days after the end of each calendar quarter, each Access Person shall make a written report of all transactions occurring during the quarter in Covered Securities in which he or she had any direct or indirect Beneficial Ownership to the Administrator of this Code of Ethics. A form to be used to file this quarterly report is attached as Schedule B.

 

  (ii) Such report must contain the following information with respect to each reportable transaction:

 

  ¡  

Date and nature of the transaction (purchase, sale or any other type of acquisition or disposition);

 

  ¡  

Title, the interest rate and maturity date (if applicable), number of shares and principal amount of each Covered Security and the price of the Covered Security at which the transaction was effected;


  ¡  

Name of the broker, dealer or bank with or through which the transaction was effected; and

 

  ¡  

Date that the report is submitted by the Access Person.

 

  (iii) Any such report may contain a statement that it is not to be construed as an admission that the person making it has or had any direct or indirect Beneficial Ownership of any Covered Security to which the report relates.

 

  (iv) Notwithstanding the quarterly reporting requirement set forth in Paragraph 5(b)(i) above, an Access Person shall not be required to report transactions on Schedule B if: (x) the Administrator of the Code of Ethics is being furnished broker trade confirmations and account statements within the time period prescribed in Paragraph 5(b)(i) above for all personal Securities accounts of such Access Person containing all of the information required by Paragraph 5(b)(ii) above, provided that the Access Person has no reportable transactions other than those reflected in such confirmations and statements; and (y) the Access Person files on Schedule B attached hereto a certification to that effect.

 

  c) Annual Certifications and Annual Holdings Reports

Annually, by January 30 of each year, each Access Person shall complete and submit to the Administrator of this Code of Ethics an Annual Certification of Compliance and an Annual Holdings Report on the form attached as Schedule D.

 

  d) Exceptions

Subject to the prior written approval of the Administrator of this Code of Ethics, no reports of transactions in or holdings of Covered Securities need be made by an Access Person pursuant to Paragraphs 5(a), (b) or (c) above with respect to transactions effected for, and Covered Securities held in, any account over which the Access Person had no direct or indirect influence or control.

 

  e) Form of Reports and Certifications

The reports and certifications required by the Code of Ethics shall be on the forms attached hereto or, with respect to the quarterly reports required pursuant to Paragraph 5(b) above but not the certifications required by such Paragraph, may consist of broker confirmations and statements as provided in Paragraph 5(b)(iv).

 

  f) Responsibility to Report

The responsibility for taking the initiative to report is imposed on each individual required to make a report. Any effort by Pyrford to facilitate the reporting process does not change or alter that responsibility.

 

  g) Where to File Report

All reports must be filed with the Administrator of this Code of Ethics.


6. SANCTIONS

Any violation of this Code of Ethics shall be subject to the imposition of such sanctions by Pyrford as may be deemed appropriate under the circumstances to achieve the purposes of the Rule and this Code of Ethics which may include suspension or termination of employment, a letter of censure and/or restitution of an amount equal to the difference between the price paid or received by Pyrford and the more advantageous price paid or received by the offending person.

 

7. ADMINISTRATION AND CONSTRUCTION

 

  a) The administration of this Code of Ethics shall be the responsibility of a person nominated and approved by Pyrford as the “Administrator” of this Code of Ethics.

 

  b) The duties of such Administrator will include:

 

  i) Continuous maintenance of a current list of the names of all Access Persons with an appropriate description of their title or employment, and the date each such person became an Access Person;

 

  ii) Providing each Access Person a copy of this Code of Ethics and informing them of their duties and reporting and other obligations thereunder;

 

  iii) Obtaining the certifications and reports required to be submitted by Access Persons under this Code of Ethics and reviewing the reports submitted by Access Persons;

 

  iv) Maintaining or supervising the maintenance of all records and reports required by this Code of Ethics;

 

  v) Preparing listings of all transactions effected by any Access Person within fifteen (15) days of the date on which the same security was held, purchased or sold by Pyrford on behalf of The Portfolio;

 

  vi) Determining whether any particular securities transaction should be exempted pursuant to the provisions of Paragraph 4(i) of this Code of Ethics;

 

  vii) Issuance either personally or with the assistance of Counsel as may be appropriate, of any interpretation of this Code of Ethics which may appear consistent with the objectives of the Rule and this Code of Ethics;

 

  viii) Conduct of such inspections or investigations, including scrutiny of the listings referred to in the preceding subparagraph, as shall reasonably be required to detect and report, with his recommendations, any apparent violations of this Code of Ethics to the Board of Directors of Pyrford or any Committee appointed by them to deal with such information;


  (ix) Submission of a quarterly report to the Board of Directors of Pyrford containing a description of any violation and the sanction imposed; transactions that suggest the possibility of a violation of interpretations issued by and any exemptions or waivers found appropriate by the Administrator; and any other significant information concerning the appropriateness of this Code of Ethics; and

 

8. REVIEW OF CODE OF ETHICS BY BOARD OF DIRECTORS

 

  a) On an annual basis, and at such other time as deemed to be necessary or appropriate by the Board of The Trust the Board of The Trust shall review operation of this Code of Ethics and shall adopt such amendments thereto as may be necessary to assure that the provisions of the Code of Ethics establish standards and procedures that are reasonably designed to detect and prevent activities that would constitute violations of the Rule.

 

  b) In connection with the annual review of the Code of Ethics by the Board of The Trust Pyrford shall provide the Board a written report that:

 

  i) Describes any issues arising under the Code of Ethics or related procedures during the past year, including, but not limited to, information about material violations of the Code of Ethics or any procedures adopted in connection therewith and that describes the sanctions imposed in response to material violations; and

 

  ii) Certifies that Pyrford has adopted procedures reasonably necessary to prevent Access Persons from violating the Code of Ethics.

 

9. Required Records

The Administrator shall maintain and cause to be maintained in an easily accessible place, the following records:

 

  a) A copy of this Code of Ethics and any other codes of ethics adopted pursuant to the Rule by Pyrford for a period of five (5) years;

 

  b) A record of any violation of this Code of Ethics and any other code specified in Paragraph 9(a) above, and of any action taken as a result of such violation;

 

  c) A copy of each report made pursuant to this Code of Ethics and any other code specified in Paragraph 9(a) above, by an Access Person or the Administrator within two (2) years from the end of the fiscal year of Pyrford in which such report or interpretation is made or issued and for an additional three (3) years in a place which need not be easily accessible;

 

  d) A list of all persons who are, or within the past five (5) years have been, required to make reports pursuant to the Rule and this Code of Ethics or any other code specified in Paragraph 9(a) above, or who were responsible for reviewing such reports; and

 

  e) A record of any decision, and the reasons supporting the decision, to approve any investment in an Initial Public Offering or a Limited Offering by Investment Personnel, for at least five (5) years, after the end of the fiscal year of Pyrford in which such approval was granted.


  f) A copy of each report made pursuant to 8(b) above within two (2) years from the end of the fiscal year of Pyrford in which it was made and for an additional three (3) years in a place which need not be easily accessible.

 

10. CERTIFICATIONS BY ACCESS PERSONS

The certifications of each Access Person required to be made pursuant to this Code of Ethics shall include certifications that the Access Person has read and understands this Code of Ethics and recognizes that he or she is subject to it. Access Persons shall also be required to certify in their annual certification that they have complied with the requirements of this Code of Ethics.

 

11. AMENDMENTS AND MODIFICATIONS

This Code of Ethics may not be amended or modified except in a written form, which is specifically approved by the Board of Directors of Pyrford and each existing Client of Pyrford who has previously approved it.

 

12. MISCELLANEOUS

 

  a) The Compliance Officer of Pyrford shall serve as the Administrator of this Code of Ethics. The current incumbent is V O Williams.

 

  b) The Chief Executive and the Compliance Officer of Pyrford shall serve as the Clearing Officers under this Code of Ethics. The current incumbents are A N Cousins and V O Williams respectively.

 

  b) Whistleblowing. The Company has appointed The BMO Ombudsman to act as an independent party should any employee have any matter of concern they wish to report but do not feel able to report the matter to a colleague or member of the Company’s Executive. Such matters may include:

 

  i) Money Laundering concerns

 

  ii) Conduct of Business concerns

 

  iii) Treatment of Client concerns

 

  iv) Employment related matters

 

  v) Compliance concerns

The BMO Ombudsman can be contacted on (Call collect) + 1416-929 6040, ext 6926


SCHEDULE A

PYRFORD INTERNATIONAL LTD

REQUEST FOR PERMISSION TO ENGAGE IN PERSONAL TRANSACTION

I hereby request permission to effect a transaction in Securities as indicated below in which I have or

will acquire direct or indirect Beneficial Ownership.

(Use approximate dates and amounts of proposed transactions)

PURCHASES AND ACQUISITIONS

 

Date

 

Broker

 

No. of Shares

or Principal

Amount

 

Name of

Security Price

 

Unit Price

 

Total Broker

         

 

 

 

 

 

 

 

 

 

 

 

         

 

 

 

 

 

 

 

 

 

 

 

         

 

 

 

 

 

 

 

 

 

 

 

         

 

 

 

 

 

 

 

 

 

 

 

         

 

 

 

 

 

 

 

 

 

 

 

         

 

 

 

 

 

 

 

 

 

 

 

SALES AND OTHER DISPOSITIONS

 

 

  

 

  

 

 

Date Submitted:                                                                                               Signature:                                                                                           

Permission Granted:                                                                                     

  

Permission Denied:                                                                            

Date:                                                                                                              

  

Signature:                                                                                           

   (Clearing Officer)


SCHEDULE B

PYRFORD INTERNATIONAL LTD

QUARTERLY SECURITIES TRANSACTIONS

CONFIDENTIAL REPORT AND CERTIFICATION

I certify that this report, together with the confirmations and statements for any personal securities account(s) as to which I have arranged for the Administrator of the Code of Ethics to receive duplicate confirmations and statements, identifies all transactions during the calendar quarter in which I acquired or disposed of any security in which I had any Beneficial Ownership that are required to be reported by me pursuant to Paragraph 5(b) of the Code of Ethics. (If no such transactions took place write “NONE”.) Please sign and date this report and return it to the Administrator of the Code of Ethics no later than the 10th day of the month following the end of the calendar quarter. Use reverse side if additional space is needed.

PURCHASES AND ACQUISITIONS

 

Date

 

No. of Shares and
Principal Amount

 

Title of Covered
Security

 

Interest Rate and

Maturity Date (if

Applicable)

 

Unit Price

 

Total Price

 

Broker

           

 

 

 

 

 

 

 

 

 

 

 

 

 

           

 

 

 

 

 

 

 

 

 

 

 

 

 

           

 

 

 

 

 

 

 

 

 

 

 

 

 

           

 

 

 

 

 

 

 

 

 

 

 

 

 

           

 

 

 

 

 

 

 

 

 

 

 

 

 

           

 

 

 

 

 

 

 

 

 

 

 

 

 

           

 

 

 

 

 

 

 

 

 

 

 

 

 

           

 

 

 

 

 

 

 

 

 

 

 

 

 

SALES AND OTHER DISPOSITIONS

 

 

  

 

  

 

  

 

 

Date Submitted:         Signature:    
      Print Name:    


SCHEDULE C

PYRFORD INTERNATIONAL LTD

INITIAL CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS

AND INITIAL HOLDINGS REPORT

I have read and I understand the Code of Ethics of Pyrford International (the “Code”). I recognize that the provisions of the Code apply to me and agree to comply in all respects with the procedures described therein.

I certify that I have listed below: (1) the title, number of shares and principal amount of each Covered Security in which I had any Beneficial Ownership as of the day I became an Access Person; and (2) the name of each broker, dealer or bank at which any account is maintained through which any Securities in which I have any Beneficial Ownership are held, purchased or sold, and the title and number of each such account; which shall constitute my Initial Holdings Report. Use reverse side if additional space is needed.

 

Title of Covered Security

 

Number of Shares

 

Principal Amount

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

NAME OF EACH BROKER, DEALER OR BANK AT WHICH ACCOUNTS ARE MAINTAINED, AND TITLE AND NUMBER OF EACH SUCH ACCOUNT:

 

Name of Broker / Dealer / Bank

 

Account Title

 

Account Number

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

 

Date Submitted:         Print Name:    
      Signature:    


SCHEDULE D

PYRFORD INTERNATIONAL LTD

ANNUAL CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS AND ANNUAL

HOLDINGS REPORT

I have read and I understand the Code of Ethics Pyrford International (the “Code”). I recognize that the provisions of the Code apply to me and agree to comply in all respects with the procedures described therein. I certify that I have complied in all respects with the requirements of the Code as in effect during the past year.

I also certify that all transactions during the past year that were required to be reported by me pursuant to the Code have been reported in Quarterly Securities Transactions Confidential Reports that I have submitted to the Administrator of the Code of Ethics.

I certify that I have listed below: (1) the title, number of shares and principal amount of each Covered Security in which I had any Beneficial Ownership as of December 31 and (2) the name of each broker, dealer or bank at which any account is maintained through which any Securities in which I have any Beneficial Ownership are held, purchased or sold, and the title and number of each such account; which shall constitute my Annual Holdings Report. Use reverse side if additional space is needed.

 

Title of Covered Security

 

Number of Shares

 

Principal Amount

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

NAME OF EACH BROKER, DEALER OR BANK AT WHICH ACCOUNTS ARE MAINTAINED, AND TITLE AND NUMBER OF EACH SUCH ACCOUNT:

 

Name of Broker / Dealer / Bank

 

Account Title

 

Account Number

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

 

Date Submitted:         Print Name:    
      Signature:    

H ARRIS N.A.

T HE H ARRIS B ANK N.A.

H ARRIS I NVESTMENT M ANAGEMENT , I NC .

HIM M ONEGY , I NC .

 

 

S TANDARDS OF B USINESS C ONDUCT AND

C ODE OF E THICS FOR I NVESTMENT AND

M UTUAL F UND P ERSONNEL

A S R ESTATED AND A DOPTED E FFECTIVE J ULY 11, 2005

A S A MENDED E FFECTIVE J ANUARY 3 , 2007

 

1


T ABLE OF C ONTENTS

 

SECTION    PAGE

I.       S TANDARDS OF B USINESS C ONDUCT

  

A.     I N G ENERAL

  

B.     F RAUDULENT C ONDUCT

  

C.     U SE OF C ONFIDENTIAL I NFORMATION

  

D.     A CTING ON I NSIDE I NFORMATION

  

1.      P ROHIBITION

  

2.      D EFINITIONS

  

II.     D EFINITIONS

  

A.     A DVISORY P ERSON

  

B.     A UTOMATIC I NVESTMENT P LAN

  

C.     B ENEFICIAL O WNERSHIP

  

D.     C LIENT

  

E.     C OMPLIANCE C OMMITTEE

  

F.      C OVERED P ERSON

  

G.     C OVERED S ECURITY

  

H.     D ESIGNATED R EPORTING P ERSON

  

I.       F EDERAL S ECURITIES L AWS

  

J.      F UNDS

  

K.     I MMEDIATE F AMILY M EMBER

  

L.     I NITIAL P UBLIC O FFERING OR I PO

  

M.    L IMITED O FFERING

  

N.     P ERSONAL S ECURITIES T RANSACTIONS

  

O.     P ORTFOLIO P ERSON

  

P.      S UPERVISED P ERSON

  

Q.     W ORKING L IST S ECURITIES

  

III.    P ERSONAL T RADING AND R ESTRICTIONS ON A CTIVITIES

  

A.     L OCATION OF A CCOUNTS FOR P ERSONAL S ECURITIES T RANSACTIONS

  

B.     P RE -C LEARANCE

  

1.      “C OVERED S ECURITIES FOR P ORTFOLIO P ERSONS AND F OR O THER C OVERED P ERSONS

  

2.      P RE -C LEARANCE

  

3.      R ESCISSION OF A PPROVAL

  

4.      W RITTEN A PPROVAL

  

5.      E XPIRATION OF A PPROVAL

  

6.      O BLIGATION TO R EPORT N ON -E XECUTION

  

7.      P ERSONAL S ECURITIES T RANSACTIONS OF A D ESIGNATED R EPORTING P ERSON

  

C.     B LACKOUT P ERIODS

  

1.      F OR A CTIVE S ECURITIES

  

2.      D URING R EOPTIMIZATIONS

  

3.      U PON A NALYST U PDATES

  

D.     I NTERESTED T RANSACTIONS

  

 

2


SECTION    PAGE

E.     S PECIAL P RE -C LEARANCE P ROCEDURES FOR I NITIAL P UBLIC O FFERINGS

  

F.      S PECIAL P RE -C LEARANCE P ROCEDURES FOR L IMITED O FFERINGS

  

G.     S HORT -T ERM T RADING P ROFITS

  

H.     G IFTS  & B USINESS E NTERTAINMENT

  

1.      G IFTS

  

2.      E NTERTAINMENT

  

3.      A GGREGATION OF T IME P ERIOD AND E NTITIES

  

I.       S ERVICE A S A D IRECTOR

  

IV.   E XEMPT T RANSACTIONS

  

V.     R EPORTING R EQUIREMENTS

  

A.     D ISCLOSURE OF P ERSONAL H OLDINGS , T RANSACTIONS , AND A CCOUNTS

  

B.     E XCEPTIONS F ROM R EPORTING R EQUIREMENTS

  

VI.   D ELIVERY OF C ODE AND C ERTIFICATION OF C OMPLIANCE

  

VII.  R EPORTS T O A ND R EVIEW B Y F UNDS ’ B OARD

  

VIII. R EVIEW P ROCEDURES

  

IX.   S ANCTIONS

  

X.     R ECORDKEEPING

  

XI.   C ONFIDENTIALITY

  

XII.  W HISTLEBLOWING

  

XIII. O THER L AWS , R ULE AND S TATEMENTS OF P OLICY

  

XIV. R EQUESTING A DDITIONAL I NFORMATION

  

A TTACHMENT  A

  

A TTACHMENT  B

  

A TTACHMENT  C-1

  

A TTACHMENT  C-2

  

A TTACHMENT  D

  

 

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S TANDARDS O F B USINESS C ONDUCT

A ND

C ODE O F E THICS

F OR

I NVESTMENT AND M UTUAL F UND P ERSONNEL (“C ODE ”)

I NTRODUCTION

This Code establishes standards for both business conduct and personal investments by Covered Persons 1 of (i) Harris N.A. and The Harris Bank N.A. (collectively, “Bank”), (ii) HIM Monegy, Inc. (“Monegy”), and (iii) Harris Investment Management, Inc. (“HIM”) —(together and, as the context may imply, individually “Harris”). 2

Each Covered Person is to read, understand, and follow this Code and is to certify as to having done so. See Attachment D containing the certification. 3

Note: Any breach of this Code may result in disciplinary action against the offending employee and may constitute a violation of law. See Section IX. Sanctions.

 

I. S TANDARDS O F B USINESS C ONDUCT

 

  A. I N G ENERAL . Covered Persons must:

1. conduct themselves on Harris’ behalf in the manner required of fiduciaries;

 

 

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The meanings attributed to capitalized terms are, unless otherwise noted, found in Section II.

 

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This Code is adopted in order to comply with Rule 17j-1 under the Investment Company Act of 1940, as amended, (“1940 Act”), and Rule 204A-1 under the Investment Advisers Act of 1940, as amended (“Advisers Act”).

 

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Although not a part of this Code, other policies and directives of BMO Financial Group and Harris Financial Corporation impose duties on employees. Cf. Bank of Montreal’s First Principles and Code of Business Conduct and the Harris Financial Corporate Policy Manual:   http://intraweb.harrisbank.com/intranet/directives/policies/Corporate_Policy/index.htm

 

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  2. conduct all Personal Securities Transactions consistent with this Code and as to avoid any actual or potential conflict of interest or abuse of trust;

 

  3. not take inappropriate advantage of their positions;

 

  4. comply with Federal Securities Laws; and

 

  5. promptly report any violations of the Code in the manner described herein.

B. F RAUDULENT C ONDUCT . In accordance with Federal Securities Laws, Covered Persons shall not (directly or indirectly) in connection with securities-related and advisory-related activities:

 

  1. employ any device, scheme, or artifice to defraud;

 

  2. make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; or

 

  3. engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person.

 

  C. U SE OF C ONFIDENTIAL I NFORMATION

1. “Confidential information” means information not publicly available and includes, but is not limited to:

 

   

the composition of Client portfolios;

 

   

Clients’ financial information;

 

   

corporate financial activity;

 

   

lists of Clients;

 

   

Working List Securities;

 

   

investment models, methods, processes, and formulae; and

 

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and other proprietary information such as certain records, procedures, systems, pending research recommendations, and software.

2. Covered Persons must not: 4

(a) disclose, directly or indirectly, any confidential information to anyone other than to the Client, to authorized persons of Harris, to authorized agents so that they may discharge their professional duties, and to other persons as the Client authorizes; or

(b) use, directly or indirectly, any confidential information for their personal benefit, e.g., front-running Client transactions.

 

  D. A CTING ON I NSIDE I NFORMATION

1. P ROHIBITION . Covered Persons must not trade —or facilitate trades — based on “inside information” in any capacity, whether for the account of a Client, of another person, or in which the Covered Person holds Beneficial Ownership.

2. D EFINITIONS . “Insider trading” is generally understood as the purchase or sale of securities while in possession of “inside information,” i.e., material, non-public information (information not available to the general public but important in making a decision to buy or sell a security). “Insider trading” includes making such information available (“tipping”), directly or indirectly, to others who may trade based on that information.

When in doubt about the coverage of this prohibition, seek the advice of a Designated Reporting Person.

 

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These requirements are not applicable when such information is legally required to be disclosed, e.g., when duly requested by regulatory authorities or a court.

 

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II. D EFINITIONS

 

  A. A DVISORY P ERSON

 

  1. “Advisory Person” means

a. any Supervised Person or any director (or other person occupying a similar status or performing similar functions), officer, or employee of the Bank, 5 Monegy, or HIM (or of any company in a control relationship to the Bank, Monegy, or HIM), who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding purchases or sales of Covered Securities for Clients, or the portfolio holdings of any Client, or whose functions relate to the making of any recommendations with respect to such purchases and sales; and

b. any natural person in a control relationship to the Bank, Monegy, or HIM who obtains information concerning recommendations made to the Clients or to any accounts of Clients of the Private Bank division of the Bank, Monegy, or HIM with regard to the purchase or sale of Covered Securities.

2. “Advisory Person” does not include a person who normally assists in the preparation of public reports or who receives public reports but who, in either case, receives no information about current recommendations or trading concerning Covered Securities for Client accounts

3. A list of all Advisory Persons as of the date of adoption of this Code is attached as Attachment B, which attachment will be updated at least annually by the Bank, Monegy and HIM.

 

 

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The Bank may be an Advisory Person of the Funds by virtue of its control relationship to HIM, the investment adviser, as “control” is defined in Section 2(a)(9) of the 1940 Act. Cf. Rule 17j-1(a)2)(i). If any employee of an affiliate of the Bank, HIM, or Monegy performs duties of Advisory Persons, that employee shall be subject to this Code.

 

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  B. A UTOMATIC I NVESTMENT P LAN

“Automatic Investment Plan” means a program, including a dividend reinvestment plan, in which regular periodic investments or withdrawals are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation.

 

  C. B ENEFICIAL O WNERSHIP

1. “Beneficial Ownership” shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1(a)(2) thereunder, except that the determination of Beneficial Ownership shall apply to all securities that a Covered Person owns or acquires.

2. Presumption of Beneficial Ownership. A Covered Person should assume Beneficial Ownership of securities held by an Immediate Family Member or held by other persons by reason of any contract, arrangement, understanding, or relationship that provides the Covered Person with direct or indirect pecuniary interest in the equity securities.

3. The presumption of Beneficial Ownership of securities held by an Immediate Family Member may be rebutted by evidence that the Compliance Committee, in its discretion, finds sufficient.

 

  D. C LIENT

“Client” means anyone for whom investment management or advice is provided by Harris, and it includes the Funds and, unless the context requires otherwise, prospective clients.

 

  E. C OMPLIANCE C OMMITTEE

“Compliance Committee” comprises all Designated Reporting Persons, an executive vice president or a senior vice president of the Bank, a designee of the Bank’s general counsel, and an officer of HIM. Other than those serving ex officio, the members of the Compliance Committee shall be appointed annually by the Harris Financial Fiduciary and Investment-Related Activities Risk Management Committee.

 

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  F. C OVERED P ERSON

1. “Covered Person” means:

a. with respect to Monegy or HIM, any Advisory Person, director, officer, or partner;

b. with respect to the Bank, any Advisory Person.

2. A list of all Covered Persons as of the date of adoption of this Code is attached as Attachments C-1 and C-2, to be updated at least annually by the Bank, Monegy, and HIM.

 

  G. C OVERED S ECURITY

1. “Covered Security” has the same meaning of “security” under Section 2(a)(36) of the 1940 Act, as amended and interpreted from time to time. The “ purchase or sale of a Covered Security ” includes, among other things, the buying or writing of an option to purchase or sell a Covered Security.

2. For purposes of Section V. (Reporting) only, “Covered Security” includes shares of exchange-traded funds (or “ETFs”); ETF’s are not considered “Covered Securities” for purposes of the pre-trade clearance or blackout provisions in this code.

3. Except as otherwise noted in this code, “Covered Security” includes shares of the Funds.

4. “Covered Securities” does not include the following instruments, transactions in which are not subject to the pre-clearance, blackout, or reporting provisions of this Code:

 

   

direct obligations of the United States;

 

   

bankers’ acceptances;

 

   

bank certificates of deposit;

 

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high-quality, short-term debt instruments, including repurchase agreements;

 

   

commercial paper;

 

   

shares of the Phoenix Insight Money Market Fund, Phoenix Insight Government Money Market Fund, and Phoenix Insight Tax Exempt Money Market Fund;

 

   

shares of registered open-end investment companies; and

 

   

shares of unit investment trusts that invest exclusively in one or more open-end investment companies ( other than the Funds).

4. As circumstances warrant for the equitable administration of this Code, the Compliance Committee may construe the definition of Covered Security, on a case-by-case basis as matters are presented to it, to take into account the exemptions and exclusions from the definition of “security” adopted by the Securities and Exchange Commission under the Federal Securities Laws.

 

  H. D ESIGNATED R EPORTING P ERSON

1. “Designated Reporting Person” means each of the chief compliance officers of the Bank, Monegy, and HIM, and his or her designee.

2. Except as provided herein, the “ appropriate Designated Reporting Person ” means a Designated Reporting Person (and his or her designee) responsible for the Harris entity for which the Covered or Advisory Person primarily performs duties.

 

  I. F EDERAL S ECURITIES L AWS

“Federal Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of

 

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these statutes, the Bank Secrecy Act as it applies to registered investment companies and investment advisers, and any applicable rules adopted thereunder by the Securities and Exchange Commission or the Department of the Treasury.

 

  J. F UNDS

“Funds” means any investment companies for which HIM or any of its affiliates serve as either investment adviser (as defined in Section 2(a)(20) of the 1940 Act) or principal underwriter.

 

  K. I MMEDIATE F AMILY M EMBER

“Immediate Family Member” means, with respect to a person, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, brother-in-law, sister-in-law (including these relationships by virtue of adoption) sharing that person’s household.

 

  L. I NITIAL P UBLIC O FFERING O R I PO

“Initial Public Offering” or “IPO” means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

 

  M. L IMITED O FFERING

“Limited Offering” means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) of that Act or pursuant to rule 504, rule 505, or rule 506 under the Securities Act of 1933.

 

  N. P ERSONAL S ECURITIES T RANSACTIONS

“Personal Securities Transactions” mean transactions in Covered Securities (unless defined more restrictively to exclude, for example, shares of the Funds) in which a person has (at the time of sale or redemption) or acquires (upon purchase) Beneficial Ownership.

 

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  O. P ORTFOLIO P ERSON

“Portfolio Person” means any Covered Person who, in connection with his or her regular functions or duties, has access to specific information (e.g., as to timing and issuer) regarding the purchase or sale of securities by the Funds.

 

  P . S UPERVISED P ERSON

“Supervised Person” means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of Monegy or HIM, and any other person who provides investment advice on behalf of Monegy or HIM and who is subject to the supervision and control of either of these investment advisers.

 

  Q. W ORKING L IST S ECURITIES

“Working List Securities” means securities on Harris’ then-current research databases, which, as a result of analysis, are designated for purchase, sale, holding, or watching.

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III. P ERSONAL T RADING A ND R ESTRICTIONS O N A CTIVITIES

 

  A. L OCATION O F A CCOUNTS F OR P ERSONAL S ECURITIES T RANSACTIONS

1. All Personal Securities Transactions of Covered Persons must be conducted through accounts that have been identified in writing to the appropriate Designated Reporting Person. Each such account must be set up to deliver duplicate copies of all confirmations and account statements to that Designated Reporting Person. No exceptions will be made to this provision.

 

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2. Except with respect to shares of the Funds held in an employee benefit plan, Personal Securities Transactions in shares of the Funds may be placed only through an account that has been identified to and approved by a Designated Reporting Person or an account with the transfer agent for the Funds.

 

  B. P RE - CLEARANCE

1. “C OVERED S ECURITIES ” F OR P ORTFOLIO P ERSONS A ND F OR O THER C OVERED P ERSONS . Personal Securities Transactions must be pre-cleared. If involving a Portfolio Person, pre-clearance applies to any Covered Security including shares of the Funds. ( See exception below for transactions in employee benefit plans.) For all other Covered Persons, pre-clearance is not required for shares of the Funds.

2. P RE - CLEARANCE . Personal Securities Transaction must:

a. be approved in advance by the appropriate Designated Reporting Person; and

b. completed no later than the close of regular trading on the New York Stock Exchange on the trading day after the approval is received.

3. R ESCISSION O F A PPROVAL . The appropriate Designated Reporting Person may rescind approval if he or she communicates the rescission to the Covered Person with sufficient time to cancel execution.

4. W RITTEN A PPROVAL . The appropriate Designated Reporting Person will provide the approval in writing to the Covered Person to memorialize oral authorization granted.

5. E XPIRATION O F A PPROVAL . Pre-clearance approval expires at the close of regular trading on the New York Stock Exchange on the trading day after the date on which approval is received. If the approval expires, he or she must obtain another pre-clearance approval any subsequent transaction.

 

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6. O BLIGATION T O R EPORT N ON - EXECUTION . If a Personal Securities Transaction has received pre-clearance approval but has not been executed prior to the expiration of the pre-clearance approval period, the Covered or Portfolio Person who requested pre-clearance shall report the non-execution to the Designated Reporting Person who granted the approval no later than the close of business on the trading day after the approval expired.

7. P ERSONAL S ECURITIES T RANSACTIONS O F A D ESIGNATED R EPORTING P ERSON . Personal Securities Transactions by a Designated Reporting Person who is also a Covered Person may not be executed without pre-clearance approval from another Designated Reporting Person, provided the latter has no reporting relationship to the former.

 

  C. B LACKOUT P ERIODS

1. F OR A CTIVE S ECURITIES . Except with respect to shares of the Funds, no Covered Person shall knowingly effect a Personal Securities Transaction:

a. on a day during which a Client account has a pending “buy” or “sell” order in that same Covered Security, until that order is executed or withdrawn; or

b. when the same security is being actively considered by the investment adviser or investment sub-adviser for purchase or sale for any Client account. A purchase or sale of a security is being “actively considered” when a recommendation to purchase or sell has been made for a Client account and is pending.

2. D URING R EOPTIMIZATIONS . Except with respect to shares of the Funds, no Advisory Person shall effect a Personal Securities Transaction when he or she knows or has reason to know that such Covered Security is under consideration for purchase or sale in a Client account:

 

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a. from the time of dissemination of the output of any Harris investment model until the time of publication of the final list of pending transactions based upon the investment model; and

b. from the time of publication of the final list of pending transactions based upon the Harris investment model until seven calendar days after a Client account has completed its transactions in that security.

3. U PON A NALYST U PDATES . No Covered Person acting in the role of an analyst, and with regard to any Covered Security that Covered Person follows, shall, without the approval of the appropriate Designated Reporting Person, purchase or sell that security within 30 calendar days before or seven calendar days after that Covered Person issues or publishes an update of any research notes, current comments, ratings changes, etc., concerning that security. Moreover, such Covered Person may not purchase or sell a security in a manner inconsistent with the recommendations in his or her most recent research report.

 

  D. I NTERESTED T RANSACTIONS

1. No Advisory Person shall knowingly recommend any securities transactions for the Funds without having disclosed his or her interest, if any, in such securities or the issuer thereof to a Designated Reporting Person, including without limitation:

 

   

Any Beneficial Ownership of any securities of such issuer;

 

   

Any contemplated transaction by such Advisory Person in any securities of such issuer;

 

   

Any official or unofficial position of the Advisory Person or Immediate Family Member of the Advisory Person with such issuer or its affiliates; and

 

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Any present or proposed business relationship between such issuer or its affiliates and such Advisory Person or Immediate Family Member of the Advisory Person or any party in which such Advisory Person or Immediate Family Member of the Advisory Person has a significant interest.

2. In accordance with NASD Conduct Rule 2711 and NYSE Rule 472, no Covered Person who is an analyst may purchase or receive pre-IPO securities from a company engaged in the industry that the analyst covers.

 

  E. S PECIAL P RE - CLEARANCE P ROCEDURES F OR I NITIAL P UBLIC O FFERINGS .

No Covered Person may knowingly acquire securities in an IPO unless:

1. Such transaction otherwise complies with all other provisions of this Code and NASD Rule 2790;

2. The Covered Person has no responsibility for any Client account that is authorized to invest in IPOs;

3. The Covered Person has submitted for review by the appropriate Designated Reporting Person full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the Covered Person’s activities on behalf of any Client account); and

4. The Designed Reporting Person has (i) concluded (after having reviewed the details supplied by the Covered Person, received the written certification, and consulted with other Harris investment advisory personnel) that no Client accounts have a foreseeable interest in purchasing such securities and (ii) granted approval.

 

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  F. S PECIAL P RE -C LEARANCE P ROCEDURES FOR L IMITED O FFERINGS .

No Covered Person shall knowingly acquire any securities in a Limited Offering unless:

1. Such transaction otherwise complies with all other provisions of this Code;

2. The Covered Person has submitted for review by the appropriate Designated Reporting Person full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the Covered Person’s activities on behalf of any Client account); and

3. The Designed Reporting Person has (i) concluded (after having reviewed the details supplied by the Covered Person, received the written certification, and consulted with other Harris investment advisory personnel) that no Client accounts have a foreseeable interest in purchasing such securities and (ii) granted approval.

 

  G. S HORT -T ERM T RADING P ROFITS

1. No Covered Person shall knowingly profit from the purchase and sale, or sale and purchase within a 60-day calendar period of the same (or equivalent) Working List Securities of which such Covered Person has Beneficial Ownership. Any profit so realized shall be paid over to a charitable organization of the Compliance Committee’s choosing.

2. Notwithstanding the foregoing and provided that at least two Designated Reporting Persons (neither of which report to the other) approve any exception granted pursuant to this section, a Covered Person may be permitted to retain profits that result from a purchase or sale that occurs as a consequence of circumstances not foreseen at the time of the initial sale or purchase transaction, e.g., a “sale” pursuant to a tender offer for securities purchased without knowledge of the impending tender offer within 60 calendar days of the required tender date.

 

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  H. G IFTS  & B USINESS E NTERTAINMENT

1. G IFTS . No Covered Person shall accept or provide a gift worth more than $100 from or to any outside person or entity that does business, or seeks to do business, with the Funds for which the Covered Person performs duties or over which the Covered Person exercises managerial influence.

2. E NTERTAINMENT . No Covered Person shall provide or accept any business entertainment to or from any outside person or entity unless the entertainment is considered to be a customary business practice, is reasonable under the circumstances, and is not so excessive, frequent, lavish, or extravagant as to raise questions of propriety.

Moreover, any such business entertainment shall only be permitted if (a) the Covered Person shall be in attendance; (b) the entertainment is for business purposes; (c) the Covered Person reports the business entertainment to the appropriate Designated Reporting Person when the value exceeds $300; and (d) the Covered Person’s travel and lodging related to the business entertainment is paid for by a Harris line of business.

 

  3. A GGREGATION O F T IME P ERIOD A ND E NTITIES .

With respect to gifts, the $100 limit from a single person or to a single person is to be aggregated within any 12-month period. With respect to gifts and business entertainment, affiliates and agents of the outside person or entity shall be considered a single person.

 

  I. S ERVICE AS A D IRECTOR

No Covered Person, other than an individual who is a Covered Person solely because such individual is a member of the board of directors of Monegy or HIM, shall serve on the board of directors of any publicly-traded company without prior written authorization from the Compliance Committee based upon a determination that such board service would be consistent with the interests of the Funds and their shareholders.

 

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  IV. E XEMPT T RANSACTIONS

The prohibitions described in Sections III.B. (Pre-Trade Clearance), III.C. (Blackout Periods), and III.G. (Short-Term Trading Profits) shall not apply to:

A. Securities purchases or sales effected in any account over which the Covered Person has no direct or indirect influence or control;

B. Securities purchases or sales over which neither the Covered Person nor the Funds have control;

C. Transactions that are part of an Automatic Investment Plan;

D. Re-allocations no more than every 90 days by a Portfolio Person among the Funds held in each Harris-sponsored, participant-directed employee benefit plan in which such person participates;

E. Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from the issuer, and sales of such rights so acquired;

F. Cumulative purchases or cumulative sales (but not both a purchase and a sale) within a seven-day period of up to 200 shares of securities issued by any company with a market capitalization in excess of $1 billion. ( See Section V.A.5. for special reporting provisions);

G. Subject to the advance written approval (which writing shall be retained by the appropriate Designated Reporting Person), purchases or sales which are permissible in the opinion of the appropriate Designated Reporting Person if he or she determines after appropriate inquiry that the transaction is consistent with the fiduciary duty owed to Clients and is not potentially harmful to Clients because: (i) it does not conflict with any known pending or contemplated securities transaction for any current Client and (ii) the decision to purchase or sell the security is not the result of

information obtained in the course of the subject person’s relationship with a Client or Harris; or

 

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H. Transactions in options on a securities index.

 

V. R EPORTING R EQUIREMENTS

 

  A. D ISCLOSURE OF P ERSONAL H OLDINGS , T RANSACTIONS , AND A CCOUNTS

1. I NITIAL H OLDINGS R EPORTS . No later than 10 business days after becoming a Covered Person, such person shall disclose holdings of Covered Securities in which the Covered Person has Beneficial Ownership to the appropriate Designated Reporting Person in a report containing the following information (which information must be current as of a date no more than 45 calendar days prior to the date the person becomes a Covered Person):

a. The name of the Covered Person;

b. The title and type of security, the ticker symbol or CUSIP number (as applicable), number of shares and principal amount of each security;

c. The name of any broker, dealer, or bank with whom the Covered Person maintains an account; and

d. The date that the report is submitted by the Covered Person.

2. A NNUAL H OLDINGS R EPORTS . Each Covered Person shall submit to the appropriate Designated Reporting Person no later than February 1 of each year an annual report of holdings of Covered Securities in which the Covered Person has Beneficial Ownership current as of a date no more than 45 calendar days before the annual report is submitted, with the following information:

 

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a. The name of the Covered Person;

b. The title and type of security, the ticker symbol or CUSIP number (as applicable), number of shares and principal amount of each security;

c. The name of any broker, dealer, or bank with whom the Covered Person maintains an account; and

d. The date that the report is submitted by the Covered Person.

3. Q UARTERLY T RANSACTION R EPORTS . Each Covered Person must submit to the appropriate Designated Reporting Person a quarterly transaction report no later than 30 calendar days after the end of any calendar quarter in which occurred all Personal Securities Transactions in a Covered Security and all accounts in which the Covered Person had any Beneficial Ownership (unless the “Exceptions from Reporting Requirements” below apply). The quarterly report must contain the following information:

a. The name of the Covered Person;

b. The date of the transaction, the title and type of security, the tickler symbol or CUSIP member (as applicable), interest rate and maturity date (if applicable), the number of shares, and the principal amount of each security;

c. The nature of the transaction (i.e., purchase, sale, gift, or any other acquisition or disposition);

d. The price at which the transaction was effected;

 

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e. The name of the broker, dealer or bank with or through which the transaction was effected and, for new accounts, the date the account was established; and

f. The date that the report is submitted by the Covered Person.

4. The Designated Reporting Person shall review the initial and annual holding reports and the quarterly transaction reports and monitor the trading patterns of Covered Persons and, as appropriate, compare the reports with the written pre-clearance authorization provided and with records of transactions for Clients.

5. Any Advisory Person who, at the time of an reoptimization of an investment model used by Harris (i.e., from the time of security selection to execution under the model), has engaged in any transaction in a Covered Security, which transaction is not required to be pre-cleared pursuant to the exclusion provided by Section IV.E. (exemption for under 200 shares and $1 billion in market capitalization) and has not yet been reported in a quarterly report pursuant to this Section, shall provide a written report of the transaction to the appropriate Designated Reporting Person, disclosing the information required under paragraph A.3. above.

6. Any report submitted pursuant to this Section may contain a statement that the report shall not be construed as an admission by the Covered Person that such person has in fact any direct or indirect Beneficial Ownership in the securities to which the report relates.

 

  B. E XCEPTIONS F ROM R EPORTING R EQUIREMENTS .

1. No report shall be required with respect to transactions for, and Covered Securities held in, accounts over which the Covered Person had no direct or indirect influence or control, but the granting by a Covered Person of investment discretion to another person shall not be considered a lack of control by the Covered Person.

 

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2. No quarterly transaction report shall be required if such report would duplicate information contained in broker trade confirmations or account statements received by the appropriate Designated Reporting Person if that Designated Person receives the confirmation or statement within 30 calendar days of the end of the applicable calendar quarter and provided that all of the required information is contained in the broker trade confirmations or account statements, or the records of the Funds or Harris. However, each Covered Person shall either confirm the accuracy of, or correct any error in, the quarterly transactions list provided to the Covered Person by the Designated Reporting Persons.

3. No report shall be required for transactions effected pursuant to an Automatic Investment Plan.

 

VI. D ELIVERY O F C ODE A ND C ERTIFICATION O F C OMPLIANCE

1. The Bank, Monegy and HIM, through their chief compliance officers, are each responsible for notifying their Covered Persons of their status and obligations under this Code and for providing to each of those individuals a copy of this Code and copies of amendments from time to time.

2. Each Covered Person shall certify annually that he or she has read and understood this Code and recognizes that he or she is subject to such Code. Further, each Covered Person shall certify annually that he or she has complied with all the requirements of the Code and that he or she has disclosed or reported all Personal Securities Transactions required to be disclosed or reported pursuant to the requirements of the Code.

3. Upon any amendment of the Code, each Covered Person shall provide similar certifications. A form of certification is attached to this Code as Attachment D.

 

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VII. R EPORTS TO AND R EVIEW BY F UNDS ’ B OARD

1. At least quarterly HIM shall provide a written report at a regular meeting of a Funds’ board that describes any issues arising under this Code and pertinent to the Funds since the last report to the Funds’ board, including, but not limited to, information about material violations of the Code and sanctions imposed in response to such material violations.

2. At least annually, the Bank, HIM, and Monegy shall certify that they have adopted procedures reasonably necessary to prevent Covered Persons from violating the Code.

3. HIM, Monegy, and the Bank shall require their respective chief compliance officers or designees to report quarterly to the Funds’ boards any material breach of fiduciary duty and/or the Federal Securities Laws of which the respective chief compliance officer becomes aware in the course of carrying out his or her duties.

4. At least annually and, in any case, within six months of adopting any material change to this Code, the Bank, HIM, and Monegy shall report to the Board of the Funds and submit for approval any recommended or previously adopted changes to this Code.

 

VIII. R EVIEW P ROCEDURES

Harris shall institute and periodically review procedures (1) reasonably necessary to prevent violations of this Code and (2) pursuant to which appropriate management or compliance personnel review all reports required by this Code.

 

IX. S ANCTIONS

Upon discovering that a Covered Person has not complied with the requirements of this Code, a Designated Reporting Person shall submit written findings to the Compliance Committee. The Compliance Committee may impose on that Covered Person sanctions the Compliance Committee deems appropriate, including, among other things, the unwinding of the transaction and the disgorgement of profits, suspension or termination of employment, or removal from office.

 

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X. R ECORDKEEPING

 

  A. Harris shall maintain as records:

1. This Code and any prior code in effect during the five years preceding the date of this Code.

2. A record of any violation of this Code, and of any action taken as a result of the violation.

3. A record of all written acknowledgements provided pursuant to Section II. for each person who is or was within the last six years, a Covered Person.

4. A copy of each report made by a Covered Person required by this Code, including any information pursuant to Section V.B.2 in lieu of the quarterly reports otherwise required by this Code.

5. A record of all persons, currently or within the past five years, who are or were Covered Persons and who are or were responsible for reviewing the reports required in Section V.

6. A copy of each report required by Section VI of this Code.

7. A record of any decision, and the reasons supporting the decision, to approve the acquisition by Advisory Persons of securities under Sections III.E., III.F., III.G., and IV., and all other provisions granting an exception under this Code.

8. Any written report prepared by the Bank, HIM or Monegy concerning the subject matter of this Code.

B. Unless otherwise required, all records maintained pursuant to this section shall be retained for six years in an easily accessible place, the first two years in an appropriate office.

 

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XI. C ONFIDENTIALITY

All information obtained from any Covered Person hereunder shall be kept in strict confidence, except that reports of securities transactions hereunder may be made available, to the extent required by law, to the Securities and Exchange Commission, any other regulator, any self-regulatory organization, or the Funds’ boards.

 

XII. W HISTLEBLOWING

Each Covered Person shall report any known or reasonably suspected violation of this Code to the appropriate Designated Reporting Person, to the Law Department of the Bank, or to the Bank’s chief compliance officer, who, in turn, will report the allegations to the Compliance Committee. The Compliance Committee will decide what action is appropriate.

 

XIII. O THER L AWS , R ULE AND S TATEMENTS OF P OLICY

Nothing contained in this Code shall be interpreted as relieving any Covered Person from acting in accordance with the provision of any applicable law, rule, regulation, or any other statement of policy or procedure governing the conduct of such person adopted by Harris or the Funds.

 

XIV. R EQUESTING A DDITIONAL I NFORMATION

If any person has any questions with regard to the applicability of the provisions of this Code generally or with regard to any securities transaction or transactions such person should consult the appropriate Designated Reporting Person.

 

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A TTACHMENT A

Portfolio Persons of

Harris N.A.

Harris Investment Management, Inc.,

and

HIM Monegy, Inc.

as of                                                  

A TTACHMENT B

Advisory Persons of

Harris N.A.

Harris Investment Management, Inc.,

and HIM Monegy, Inc.

as of                                                  

A TTACHMENT C-1

Covered Persons of

Harris Investment Management, Inc.,

and HIM Monegy, Inc.

as of                                                  

A TTACHMENT C-2

Covered Persons of

Harris N.A.

as of                                                  

 

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A TTACHMENT D

H ARRIS N.A.

T HE H ARRIS B ANK N.A.

H ARRIS I NVESTMENT M ANAGEMENT , I NC .

HIM M ONEGY , I NC .

 

 

S TANDARDS OF B USINESS C ONDUCT AND

C ODE OF E THICS FOR I NVESTMENT A DVISORY AND

M UTUAL F UND M ANAGEMENT P ERSONNEL

(“C ODE ”)

 

 

Certification

The undersigned hereby certifies as follows:

I have read the Code.

I understand the Code and acknowledge that I am subject to it.

Since the date of the last Certification (if any), to the best of my knowledge I have complied with all the requirements of the Code and have disclosed or reported all personal securities transactions required to be reported under the requirements of the Code.

 

Date:                
            Signature
      Print Name

 

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