As filed with the Securities and Exchange Commission on August 26, 2015
Securities Act Registration No. 033-48907
Investment Company Act Registration No. 811-58433
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
BMO 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) |
Registrants 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:
Michael P. OHare, Esq.
Stradley, Ronon, Stevens & Young, LLP
2005 Market Street, Suite 2600
Philadelphia, PA 19103
It is proposed that this filing will become effective (check appropriate box):
¨ | immediately upon filing pursuant to paragraph (b) of Rule 485 |
x | On August 26, 2015 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 |
BMO Funds Prospectus
August 26, 2015
Advisor
Class (Class A) |
Institutional
Class (Class I) |
Retirement
Class (Class R3) |
Retirement
Class (Class R6) |
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BMO Disciplined International Equity Fund | BDAQX | BDIQX | (Ticker) | (Ticker) | ||||||||||||
BMO Global Long/Short Equity Fund | BGAQX | BGIQX | (Ticker) | (Ticker) |
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
BMO Disciplined International 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. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Class A shares of certain BMO Funds. More information about these and other discounts is available from your financial professional and under How to Buy Shares Sales Charge on page 19 of this Prospectus and under How to Buy Shares Waivers and Reductions of Sales Charges Class A Shares beginning on page 19 of this Prospectus and How to Buy Shares beginning on page B-42 of the Funds Statement of Additional Information.
Shareholder Fees (fees paid directly from your investment) | Class A | Class I | Class R3 | Class R6 | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price) | 5.00% | None | None | None | ||||||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of shares redeemed within 18 months of purchase) (1) | 1.00% | None | None | None | ||||||||||||
Redemption Fee | None | None | None | None | ||||||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||
Management Fees | 0.60% | 0.60% | 0.60% | 0.60% | ||||||||||||
Distribution (12b-1) Fees | 0.25% | None | 0.50% | None | ||||||||||||
Other Expenses (2) | 0.90% | 0.90% | 0.90% | 0.75% | ||||||||||||
Total Annual Fund Operating Expenses | 1.75% | 1.50% | 2.00% | 1.35% | ||||||||||||
Fee Waiver and Expense Reimbur
sement (3) |
0.60% | 0.60% | 0.60% | 0.60% | ||||||||||||
Total Annual Fund Operating Expenses After Fee Waiver and Expense
Reimbur sement (3) |
1.15% | 0.90% | 1.40% | 0.75% |
(1) | The Maximum Deferred Sales Charge on Class A shares is applied only to purchases of $1,000,000 or more that are redeemed within 18 months of purchase. |
(2) | Because the Fund is new, these expenses are based on estimated amounts for the Funds current fiscal year. |
(3) | BMO Asset 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 Acquired Fund Fees and Expenses, 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 Funds business) from exceeding 1.15% for Class A, 0.90% for Class I, 1.40% for Class R3, and 0.75% for Class R6 through December 31, 2016. This expense limitation agreement may not be terminated prior to December 31, 2016 without the consent of the Funds Board of Directors, unless terminated due to the termination of the investment advisory 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, whether you redeem all of your shares at the end of those periods or not. The example also assumes that your investment has a 5% return each year and that the Funds 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 Advisers agreement to waive fees and reimburse expenses through December 31, 2016. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
Class A | Class I | Class R3 | Class R6 | |||||||||||||
1 Year | $ | 611 | $ | 92 | $ | 143 | $ | 77 | ||||||||
3 Years | $ | 968 | $ | 415 | $ | 569 | $ | 368 |
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 Funds performance. Because the Fund has not commenced operations as of the date of this Prospectus, portfolio turnover information is not yet available.
Principal Investment Strategies
The Fund invests at least 80% of its assets in equity securities of companies located in countries outside of the United States. The Fund invests primarily in companies that are located in the countries included, at the time of purchase, in the MSCI EAFE Index, which includes developed countries outside of North
FUND SUMMARY | 1 |
BMO Disciplined International Equity Fund (cont.)
America. However, 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. Equity securities in which the Fund may invest include common stock, preferred stock, depositary receipts, rights, warrants, and exchange-traded funds (ETFs). The Fund may also invest in convertible securities (fixed income securities convertible into shares of common or preferred stock). In determining where a company is located, the Adviser primarily relies on the country where the company is incorporated, but also may consider the country where the companys revenues are derived and the primary market listing for the class of shares to be purchased. The Fund may invest in companies across all market capitalizations.
The Funds Adviser focuses on companies that it believes are fundamentally strong, have attractive valuations, possess growing investor interest, and may outperform the overall equity market. Using a unique, quantitative approach based on multi-factor risk/return models, the Adviser selects equity securities that it believes will provide higher returns than the MSCI EAFE Index, its benchmark index. The multi-factor risk/return models incorporate numerous factors including (but not limited to) valuation, earnings quality, earnings growth potential, and earnings and price momentum. The Adviser uses the multi-factor risk/return models to compare various investment opportunities. The Adviser invests in those securities it believes will provide a better return relative to their risk than other securities. The Adviser may sell a security for numerous reasons. The Adviser considers whether to sell a security when a companys fundamentals deteriorate or the Adviser believes a companys fundamentals will deteriorate, when another security appears to provide the potential for a better return relative to its risk, if the Adviser believes the security is no longer attractively valued, or if the Adviser believes the security will no longer help the Fund achieve its investment objective. The Adviser may sell a security to manage the size of a holding or sector weighting or to fund redemptions.
The Fund may invest in forward foreign currency exchange contracts, a type of derivative instrument, for purposes of hedging its exposure to non-U.S. currencies. 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.
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.
Currency Risks. To the extent that the Fund invests directly in foreign (non-U.S.) currencies or in securities denominated in, or that trade in, foreign (non-U.S.) currencies, it is subject to the risk that those currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency being hedged.
Convertible Security Risks. Convertible securities are fixed income securities that the Fund has the option to exchange for equity securities at a specified conversion price. Consequently, the value of the convertible security may be exposed to the stock market risk of the underlying stock, or may be exposed to the interest rate or credit risk of the issuer. Because both interest rate and market movements can influence its value, a convertible security is usually not as sensitive to interest rate changes as a similar fixed-income security, nor is it as sensitive to changes in share price as its underlying stock. Convertible securities also are subject to credit risks that affect debt securities in general.
Derivatives Risks. The performance of derivative instruments depends largely on the performance of an underlying reference instrument and an Advisers ability to predict correctly the direction of securities prices, interest rates, currency exchange rates, and/or other economic factors. Derivatives involve additional costs and can create economic leverage in the Funds portfolio which may result in significant volatility and cause the Fund to participate in losses (as well as gains) in an amount that exceeds the Funds initial investment. Other risks include liquidity due to possible lack of a secondary market, mispricing or improper valuation of the derivative instrument, and imperfect correlation between the value of the derivative and the underlying instrument so that the Fund may not realize the intended benefits. When used for hedging, the change in value of the derivative may also not correlate specifically with the currency, security or other risk being hedged. With over-the-counter derivatives, there is the risk that the other party to the transaction will fail to perform. Specific types of derivative securities also are subject to a number of additional risks, such as:
Forward Foreign Currency Exchange Contracts Risks. Forward foreign currency exchange contracts are subject to currency risks. A forward foreign currency exchange contract may also result in losses in the event of a default or bankruptcy of the counterparty. Forward foreign currency
2 | FUND SUMMARY |
BMO Disciplined International Equity Fund (cont.)
exchange contracts may limit potential gain from a positive change in the relationship between the U.S. dollar and foreign currencies.
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.
Equity Risks. The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries, or the securities market as a whole. In addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended periods of time.
Exchange-Traded Funds Risks. By investing in an ETF, there is a risk that the value of the underlying securities of the ETF may decrease. In addition, the market price of ETF shares may trade at a discount to their net asset value or an active trading market for ETF shares may not develop or be maintained. ETFs in which the Fund invests typically will not be able to replicate exactly the performance of the indices they track. The Fund also will bear its proportionate share of the ETFs fees (including management and advisory fees) and expenses.
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, possible imposition of foreign withholding taxes, and trading restrictions or economic sanctions. Furthermore, the Fund may incur higher costs and expenses when making foreign investments, which will affect the Funds total return.
Information Risks. When the quantitative models (Models) and information and data (Data) used in managing the Fund prove to be incorrect or incomplete, any investment decisions made in reliance on the Models and Data may not produce the desired results and the Fund may realize losses. The success of Models that are predictive in nature is dependent largely upon the accuracy and reliability of the supplied historical data. All Models are susceptible to input errors that may cause the resulting information to be incorrect.
Management Risks. The Advisers judgments about the attractiveness, value, and potential appreciation of the Funds investments may prove to be incorrect. Accordingly, no guarantee exists that the investment techniques used by the Funds managers will produce the desired results.
Multinational Companies Risks. Investments in multinational companies, including those that are based in the U.S., involve certain risks that may be difficult to predict and can increase the potential for losses. Such risks include, without limitation, those associated with the political, regulatory, and economic conditions of each country in which the multinational company
conducts business. In addition, fluctuations in currency and risks related to less developed custody and settlement practices may be greater for investments in multinational companies.
New Fund Risks. There can be no assurance that the Fund will grow to or maintain an economically viable size. The Board may recommend liquidation and termination of the Fund at any time.
Quantitative Model Investment Risks. The success of a quantitative investment model depends on the analyses and assessments that were used in developing such model. Incorrect analyses and assessments or inaccurate or incomplete data would adversely affect performance. There can be no assurance that the Model will enable the Fund to achieve its investment objective.
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 assets are focused in a particular sector, the Funds performance may be more susceptible to any economic, business, or other developments that generally affect that sector.
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. The value of equity securities purchased by the Fund may decline if the financial condition of the companies in which the Fund invests declines or if overall market and economic conditions deteriorate. If the value of the Funds investments goes down, you may lose money.
Fund Performance
Performance information is not included because the Fund does not have one full calendar year of performance as of the date of this Prospectus.
Management of the Fund
Adviser. BMO Asset Management Corp.
Portfolio Managers. Jay Kaufman and Ernesto Ramos, Ph.D. have co-managed the Fund since its inception in 2015. Mr. Kaufman, a Portfolio Manager of the Adviser, joined the Adviser in 2010. Dr. Ramos, Head of Equities, a Managing Director, and a Portfolio Manager of the Adviser, joined the Adviser in 2005.
Purchase and Sale of Fund Shares
Minimums. To open an account, your first investment must be at least $1,000 for Class A shares and $2,000,000 for Class I shares. For Class A, the minimum subsequent purchase amount is $50. Eligible retirement plans generally may open an account and purchase Class R3 and Class R6 shares by contacting BMO Funds U.S. Services.
FUND SUMMARY | 3 |
BMO Disciplined International Equity Fund (cont.)
Sale of Fund Shares. Please contact your plan administrator or recordkeeper in order to sell (redeem) shares from your retirement plan. You may sell (redeem) your Class A or Class I shares of the Fund on any day the New York Stock Exchange is open for business using 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.bmofunds.com.
Tax Information
The Fund intends to make distributions that are expected to be taxed primarily as long-term 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 intermediarys website for more information.
4 | FUND SUMMARY |
BMO Global Long/Short 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. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Class A shares of certain BMO Funds. More information about these and other discounts is available from your financial professional and under How to Buy Shares Sales Charge on page 19 of this Prospectus and under How to Buy Shares Waivers and Reductions of Sales Charges Class A Shares beginning on page 19 of this Prospectus and How to Buy Shares beginning on page B-42 of the Funds Statement of Additional Information.
Shareholder Fees (fees paid directly from your investment) | Class A | Class I | Class R3 | Class R6 | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price) | 5.00% | None | None | None | ||||||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of shares redeemed within 18 months of purchase) (1) | 1.00% | None | None | None | ||||||||||||
Redemption Fee | None | None | None | None | ||||||||||||
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% | 1.00% | 1.00% | ||||||||||||
Distribution (12b-1) Fees | 0.25% | None | 0.50% | None | ||||||||||||
Other Expenses (2) | 0.90% | 0.90% | 0.90% | 0.75% | ||||||||||||
Dividend and Interest Expenses |
0.55% | 0.55% | 0.55% | 0.55% | ||||||||||||
Total Other Expenses |
1.45% | 1.45% | 1.45% | 1.30% | ||||||||||||
Total Annual Fund Operating Expenses | 2.70% | 2.45% | 2.95% | 2.30% | ||||||||||||
Fee Waiver and Expense Reimbur
sement (3) |
0.55% | 0.55% | 0.55% | 0.55% | ||||||||||||
Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbur
sement (3) |
2.15% | 1.90% | 2.40% | 1.75% |
(1) | The Maximum Deferred Sales Charge on Class A shares is applied only to purchases of $1,000,000 or more that are redeemed within 18 months of purchase. |
(2) | Because the Fund is new, these expenses are based on estimated amounts for the Funds current fiscal year. |
(3) | BMO Asset 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 Dividend and Interest Expenses, Acquired Fund Fees and Expenses, 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 Funds business) from exceeding 1.60% for Class A, 1.35% for Class I, 1.85% for Class R3, and 1.20% for Class R6 through December 31, 2016. This expense limitation agreement may not be terminated prior to December 31, 2016 without the consent of the Funds Board of Directors, unless terminated due to the termination of the investment advisory 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, whether you redeem all of your shares at the end of those periods or not. The example also assumes that your investment has a 5% return each year and that the Funds 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 Advisers agreement to waive fees and reimburse expenses through December 31, 2016. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
Class A | Class I | Class R3 | Class R6 | |||||||||||||
1 Year | $ | 707 | $ | 193 | $ | 243 | $ | 178 | ||||||||
3 Years | $ | 1,247 | $ | 711 | $ | 861 | $ | 666 |
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 Funds performance. Because the Fund has not commenced operations as of the date of this Prospectus, portfolio turnover information is not yet available.
Principal Investment Strategies
The Fund invests at least 80% of its net assets in equity securities or equity-related securities, including both long and short positions and derivative instruments that provide exposure to equity securities. The Fund normally invests at least 40% of its net assets
FUND SUMMARY | 5 |
BMO Global Long/Short Equity Fund (cont.)
in equity securities of companies located outside the United States, including emerging market countries, and will be diversified among at least three countries. Equity securities in which the Fund may invest include common stock, preferred stock, depositary receipts, rights, warrants, and exchange-traded funds (ETFs). The Fund may also invest in convertible securities (fixed income securities convertible into shares of common or preferred stock), which the Fund treats as both fixed income and equity securities for purposes of its investment policies and limitations. In determining where a company is located, the Adviser primarily relies on the country where the company is incorporated, but also may consider the country where the companys revenues are derived and the primary market listing for the class of shares to be purchased. The Fund may invest in companies across all market capitalizations.
The Adviser seeks to achieve the Funds investment objective by taking both long and short positions in global equity securities. The Adviser combines a quantitative approach with a fundamental bottom-up (company-specific) and top-down (market-level) analysis that seeks to provide the Fund with lower downside risk and meaningful upside participation relative to the MSCI All Country World Index, the Funds primary benchmark index.
The Funds Adviser focuses on companies for long positions that it believes are fundamentally strong, have attractive valuations, possess growing investor interest, and may outperform the overall equity market. Using a unique, quantitative approach based on multi-factor risk/return models, the Adviser selects equity securities that it believes will provide higher returns than its benchmark index. The multi-factor risk/return models incorporate numerous factors including (but not limited to) valuation, earnings quality, earnings growth potential, and earnings and price momentum. The Adviser uses the multi-factor risk/return models to compare various investment opportunities. The Adviser invests in those securities it believes will provide a better return relative to their risk than other securities. The Adviser may sell a security for numerous reasons. The Adviser considers whether to sell a security when a companys fundamentals deteriorate or the Adviser believes a companys fundamentals will deteriorate, when another security appears to provide the potential for a better return relative to its risk, if the Adviser believes the security is no longer attractively valued, or if the Adviser believes the security will no longer help the Fund achieve its investment objective. The Adviser may sell a security to manage the size of a holding or sector weighting or to fund redemptions.
The Funds Adviser focuses on companies for short positions that it believes are fundamentally challenged, are overvalued, are experiencing deteriorating investor interest, and may underperform the overall equity market. The Adviser uses essentially the same quantitative approach based on multi-factor risk/return
models to identify potential short opportunities, but augments the model to account for securities that are difficult to short due to size and availability of securities and to eliminate short positions with risk profiles the Adviser considers unattractive.
The Fund may invest in various derivatives instruments for purposes of pursuing its investment objective, for risk management, portfolio management, earning income, managing target duration, gaining exposure to a particular asset class, or hedging its exposure to particular investments or non-U.S. currencies. Such derivative instruments may include: (i) currency futures, forwards, options, and swaps; (ii) index futures, forwards, options, and swaps; (iii) equity futures, forwards, options, and swaps; and (iv) forward foreign currency exchange contracts.
The Advisers long/short exposure will vary over time based on the Advisers assessments of market conditions and other factors. 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. In implementing the investment strategies, the Adviser may engage in frequent trading.
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.
Asset Segregation Risks. As a series of an investment company registered with the SEC, the Fund must segregate liquid assets, or engage in other measures to cover open positions with respect to certain kinds of derivatives and short sales. The Fund may incur losses on derivatives and other leveraged investments (including the entire amount of the Funds investment in such investments) even if they are covered.
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.
Convertible Security Risks. Convertible securities are fixed income securities that the Fund has the option to exchange for equity securities at a specified conversion price. Consequently, the value of the convertible security may be exposed to the stock market risk of the underlying stock, or may be exposed to
6 | FUND SUMMARY |
BMO Global Long/Short Equity Fund (cont.)
the interest rate or credit risk of the issuer. Because both interest rate and market movements can influence its value, a convertible security is usually not as sensitive to interest rate changes as a similar fixed-income security, nor is it as sensitive to changes in share price as its underlying stock. Convertible securities also are subject to credit risks that affect debt securities in general.
Currency Risks. To the extent that the Fund invests directly in foreign (non-U.S.) currencies or in securities denominated in, or that trade in, foreign (non-U.S.) currencies, it is subject to the risk that those currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency being hedged.
Derivatives Risks. The performance of derivative instruments depends largely on the performance of an underlying reference instrument and an Advisers ability to predict correctly the direction of securities prices, interest rates, currency exchange rates, and/or other economic factors. Derivatives involve additional costs and can create economic leverage in the Funds portfolio which may result in significant volatility and cause the Fund to participate in losses (as well as gains) in an amount that exceeds the Funds initial investment. Other risks include liquidity due to possible lack of a secondary market, mispricing or improper valuation of the derivative instrument, and imperfect correlation between the value of the derivative and the underlying instrument so that the Fund may not realize the intended benefits. When used for hedging, the change in value of the derivative may also not correlate specifically with the currency, security or other risk being hedged. With over-the-counter derivatives, there is the risk that the other party to the transaction will fail to perform. Specific types of derivative securities also are subject to a number of additional risks, such as:
Options and Futures Risks. Options and futures contracts may be more volatile than investments directly in the underlying securities, involve additional costs, and may involve a small initial investment relative to the risk assumed.
Swap Agreements Risks. A swap agreement may not be assigned without the consent of the counterparty and may result in losses in the event of a default or bankruptcy of the counterparty.
Forward Foreign Currency Exchange Contracts Risks. Forward foreign currency exchange contracts are subject to currency risks. A forward foreign currency exchange contract may also result in losses in the event of a default or bankruptcy of the counterparty. Forward foreign currency exchange contracts may limit potential gain from a positive change in the relationship between the U.S. dollar and foreign currencies.
Forwards Contracts Risks. Forwards contracts are not currently exchange-traded and therefore no clearinghouse or
exchange stands ready to meet the obligations of the contracts. Thus, the Fund faces the risk that its counterparties may not perform their obligations. Non-deliverable forwards are considered swaps and may in the future be required to be centrally cleared and traded on public facilities.
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.
Equity Risks. The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries, or the securities market as a whole. In addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended periods of time.
Exchange-Traded Funds Risks. By investing in an ETF, there is a risk that the value of the underlying securities of the ETF may decrease. In addition, the market price of ETF shares may trade at a discount to their net asset value or an active trading market for ETF shares may not develop or be maintained. ETFs in which the Fund invests typically will not be able to replicate exactly the performance of the indices they track. The Fund also will bear its proportionate share of the ETFs fees (including management and advisory fees) and expenses.
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, possible imposition of foreign withholding taxes, and trading restrictions or economic sanctions. Furthermore, the Fund may incur higher costs and expenses when making foreign investments, which will affect the Funds total return.
Information Risks. When the quantitative models (Models) and information and data (Data) used in managing the Fund prove to be incorrect or incomplete, any investment decisions made in reliance on the Models and Data may not produce the desired results and the Fund may realize losses. The success of Models that are predictive in nature is dependent largely upon the accuracy and reliability of the supplied historical data. All Models are susceptible to input errors that may cause the resulting information to be incorrect.
Market Direction Risks. Because the Fund will typically hold both long and short positions, the Funds results will suffer both when there is a general market advance and the Fund holds significant short positions or when there is a general market decline and the Fund holds significant long positions.
FUND SUMMARY | 7 |
BMO Global Long/Short Equity Fund (cont.)
Management Risks. The Advisers judgments about the attractiveness, value, and potential appreciation of the Funds investments may prove to be incorrect. Accordingly, no guarantee exists that the investment techniques used by the Funds managers will produce the desired results.
Multinational Companies Risks. Investments in multinational companies, including those that are based in the U.S., involve certain risks that may be difficult to predict and can increase the potential for losses. Such risks include, without limitation, those associated with the political, regulatory, and economic conditions of each country in which the multinational company conducts business. In addition, fluctuations in currency and risks related to less developed custody and settlement practices may be greater for investments in multinational companies.
New Fund Risks. There can be no assurance that the Fund will grow to or maintain an economically viable size. The Board may recommend liquidation and termination of the Fund at any time.
Portfolio Turnover Risks. A high portfolio turnover 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 incur a higher tax liability. High portfolio turnover also may result in higher transaction costs, which may negatively affect Fund performance.
Quantitative Model Investment Risks. The success of a quantitative investment model depends on the analyses and assessments that were used in developing such model. Incorrect analyses and assessments or inaccurate or incomplete data would adversely affect performance. There can be no assurance that the Model will enable the Fund to achieve its investment objective.
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 assets are focused in a particular sector, the Funds performance may be more susceptible to any economic, business, or other developments that generally affect that sector.
Short Sales Risks. The risk on a short sale is the risk of loss if the value of a security sold short increases prior to the delivery date, since the Fund must pay more for the security than it received from the purchaser in the short sale. In addition, it is possible that the Funds securities held long will decline in value at the same time that the value of the securities sold short increase in value, increasing the potential for loss. Therefore, the risk of loss may be theoretically unlimited. Taking short positions in securities results in a form of leverage which may cause the Fund to be volatile.
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. The value of
equity securities purchased by the Fund may decline if the financial condition of the companies in which the Fund invests declines or if overall market and economic conditions deteriorate. If the value of the Funds investments goes down, you may lose money.
Fund Performance
Performance information is not included because the Fund does not have one full calendar year of performance as of the date of this Prospectus.
Management of the Fund
Adviser. BMO Asset Management Corp.
Portfolio Managers. Jay Kaufman, Ernesto Ramos, Ph.D., and David Rosenblatt have co-managed the Fund since its inception in 2015. Mr. Kaufman, a Portfolio Manager of the Adviser, joined the Adviser in 2010. Dr. Ramos, Head of Equities, a Managing Director, and a Portfolio Manager of the Adviser, joined the Adviser in 2005. Mr. Rosenblatt, a Portfolio Manager of the Adviser, joined the Adviser in 2012.
Purchase and Sale of Fund Shares
Minimums. To open an account, your first investment must be at least $1,000 for Class A shares and $2,000,000 for Class I shares. For Class A, the minimum subsequent purchase amount is $50. Eligible retirement plans generally may open an account and purchase Class R3 and Class R6 shares by contacting BMO Funds U.S. Services.
Sale of Fund Shares. Please contact your plan administrator or recordkeeper in order to sell (redeem) shares from your retirement plan. You may sell (redeem) your Class A or Class I shares of the Fund on any day the New York Stock Exchange is open for business using 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.bmofunds.com.
8 | FUND SUMMARY |
BMO Global Long/Short Equity Fund (cont.)
Tax Information
The Fund intends to make distributions that may be taxed primarily as long-term 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 intermediarys website for more information.
FUND SUMMARY | 9 |
Additional Information Regarding Principal Investment Strategies and Risks
Each Funds 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 investment strategies. Some of these securities, transactions, and investment techniques involve special risks, which are described below. The chart below presents the types of securities in which each Fund may invest as part of its principal investment strategies. The Funds have each adopted a non-fundamental policy to invest at least 80% of its net assets plus the amount of any borrowings for investment purposes in the types of securities suggested by such Funds name and will provide shareholders with at least 60 days notice of any change in such policy.
Disciplined
International Equity |
Global
Long/Short Equity |
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Equity Securities: | ||||
Common Stocks | ü | ü | ||
Foreign Securities | ü | ü | ||
Fixed Income Securities: | ||||
Convertible Securities | ü | ü | ||
Derivatives: | ||||
Futures Contracts | ü | |||
Options | ü | |||
Swap Agreements | ü | |||
Forward Foreign Currency Exchange Contracts | ü | ü | ||
Forward Contracts | ü | |||
Short Sales | ü | |||
Investment Companies: | ||||
Exchange-Traded Funds | ü | ü |
10 | ADDITIONAL INFORMATION REGARDING PRINCIPAL INVESTMENT STRATEGIES AND RISKS |
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 issuers earnings only after the issuer pays its creditors and any preferred shareholders. As a result, changes in the issuers earnings have a direct effect 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, |
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that primarily trade on a foreign securities exchange or in a foreign market, or |
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that are subject to substantial foreign risk based on factors such as whether a majority of an issuers revenue is earned outside of the United States and whether an issuers 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 issuers 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.
Convertible Securities . Convertible securities are fixed income securities that a Fund has the option to exchange for equity securities at a specified conversion price. Consequently, the value of the convertible security may be exposed to the stock market risk of the underlying stock or may be exposed to the interest rate or credit risk of the issuer.
Derivatives
Derivatives are financial instruments whose value depends on, or is derived from, the value of one or more underlying assets, reference rates, indices, or other reference measures (reference instrument) and may relate to, among other things, stocks, bonds, interest rates, currencies, credit ratings, commodities, related indices, or other market factors. Most types of derivatives or derivatives transactions (Derivatives) allow the Fund to gain or reduce exposure to the value of an underlying reference instrument without actually owning or selling the instrument. Derivative instruments may be used for hedging, which means that they may be used when the Adviser seeks to protect certain of the Funds investments from a decline in value. Derivative instruments also may be used for other purposes, including to increase liquidity, provide efficient portfolio management, broaden investment opportunities (including taking short or negative positions), gain exposure to a particular security or segment of the market, modify the effective duration of the Funds portfolio investments, or enhance total return.
Forward Foreign Currency Exchange Contracts . A forward foreign currency exchange contract is an obligation to purchase or sell a specific foreign currency in exchange for another currency, which may be U.S. dollars, at an agreed
ADDITIONAL INFORMATION REGARDING PRINCIPAL INVESTMENT STRATEGIES AND RISKS | 11 |
Additional Information Regarding Principal Investment Strategies and Risks (cont.)
exchange rate (price) at a future date. Forward foreign currency exchange contracts are typically individually negotiated and privately traded by currency traders and their customers in the interbank market.
Forwards Contracts . A forwards contract is an agreement that obligates one party to buy, and the other party to sell, a specific quantity of an underlying financial instrument or other tangible asset for an agreed-upon price at a specified future date. A forwards contract generally is settled by physical delivery of the financial instrument or tangible asset (rather than settled by currency) or is rolled forward into a new forwards contract or, in the case of a non-deliverable forward, by a cash payment at maturity.
Futures Contracts . A futures contract is an agreement to buy or sell a specific amount of an underlying reference instrument (such as a security or currency) at a specified price on a specified date. The purchase or sale of a futures contract would allow a Fund to adjust its exposure to the underlying instrument without having to buy or sell the actual instrument. When a Fund sells a futures contract, the Fund has a contractual obligation to deliver the underlying instrument set forth in the contract at a specified price on a specified date. In a purchase of a futures contract, a Fund has a contractual obligation to purchase the underlying instrument set forth in the contract at a specified price on a specified date. Many futures contracts allow for a cash payment of the net gain or loss on the contract at maturity instead of delivery of the underlying instrument. A Fund may buy and sell futures contracts that trade on U.S. and foreign exchanges.
Options . A call option is an agreement that gives the purchaser the right (but not the obligation) to buy an underlying reference instrument (such as a security or index) from the writer (seller) of the option at a specified price (exercise price) during a specified period of time in return for a premium. A put option is an agreement that gives the purchaser the right (but not the obligation) to sell an underlying reference instrument (such as a security or index) to the writer (seller) of the option at the exercise price during the term of the option in return for a premium. A Fund may purchase or sell (write) put and call options.
Short Sales . A Fund may use short sales to take short positions in certain securities to execute the Funds investment strategies. When a Fund takes a long position in a security, the Fund purchases the security outright for its portfolio. When a Fund takes a short position in a security, the Fund sells a security that it does not own at the current market price and delivers to the buyer a security that the Fund has borrowed. To complete or close out the short sale transaction, a Fund normally buys the same security in the market and returns it to the lender. A Fund makes money when the market price of the security goes down after the short sale. Conversely, if the price of the security goes up after the sale, a Fund will lose money because it will have to pay more to replace the borrowed security than it received. Until a Fund replaces the borrowed security, the Fund is required to maintain during the period of the short sale the short sale proceeds that the broker holds (which may be invested in equity securities) and any additional assets the lending broker requires as collateral. A Fund also is required to designate, on its books or the books of its custodian, liquid assets (less any additional collateral held by the broker) to cover the short sale obligation, marked to market daily.
Swap Agreements . A swap is an agreement between a Fund and another party (the swap counterparty) to exchange the returns (or differentials in rates of return) and/or cash flows earned or realized on a particular notional amount or value of predetermined underlying reference instruments. A swap agreement may be negotiated bilaterally and traded over-the-counter (OTC) between two parties (for an uncleared swap) or, in some instances, must be transacted through a futures commission merchant (FCM) and cleared through a clearinghouse that serves as a central counterparty (for a cleared swap). In a credit default swap, the buyer of protection is obligated to pay the seller a periodic stream of payments over the term of the agreement in return for a payment by the seller that is contingent upon the occurrence of a credit event with respect to an underlying debt obligation. A credit event may be a bankruptcy, failure to timely pay interest or principal, obligation acceleration or default, or restructuring of the reference debt obligation. A total return swap is an agreement between two parties under which the parties agree to make payments to each other so as to replicate the economic
12 | ADDITIONAL INFORMATION REGARDING PRINCIPAL INVESTMENT STRATEGIES AND RISKS |
Additional Information Regarding Principal Investment Strategies and Risks (cont.)
consequences that would apply had a purchase or short sale of the underlying instrument taken place.
Investment Companies
Exchange-Traded Funds . An investment in an ETF generally presents the same primary risks as an investment in a conventional mutual fund (i.e., one that is not exchange traded) that has the same investment objective, strategies, and policies. The price of an ETF can fluctuate within a wide range and a Fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs are subject to risks that the market price of ETF shares may trade at a discount to their NAV, an active trading market for ETF shares may not develop or be maintained, or trading of ETF shares may be halted if the listing exchanges officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally. Additionally, ETFs have management fees, which increase their cost.
Investment Techniques
Securities Lending . Although securities lending is not a principal investment strategy, the 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.
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, economic, political or other conditions, or when it receives large cash inflows, each Fund 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 position 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 Segregation Risks . (GLOBAL LONG/SHORT EQUITY) As a series of an investment company registered with the SEC, the Fund must segregate liquid assets, or engage in other measures to cover open positions with respect to certain kinds of Derivatives and short sales. The Fund may incur losses on Derivatives and other leveraged investments (including the entire amount of the Funds investment in such investments) even if they are covered.
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. Market capitalization is determined by multiplying the number of a companys 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.
Convertible Security Risks . A convertible security tends to increase in market value when interest rates decline and decrease in value when interest rates rise. Like a common stock, the value of a convertible security also tends to increase
ADDITIONAL INFORMATION REGARDING PRINCIPAL INVESTMENT STRATEGIES AND RISKS | 13 |
Additional Information Regarding Principal Investment Strategies and Risks (cont.)
as the market value of the underlying stock rises, and it tends to decrease as the market value of the underlying stock declines. Consequently, the value of the convertible security may be exposed to the stock market risk of the underlying stock or may be exposed to the interest rate or credit risk of the issuer. Because both interest rate and market movements can influence its value, a convertible security is usually not as sensitive to interest rate changes as a similar fixed-income security, nor is it as sensitive to changes in share price as its underlying stock. Convertible securities also are subject to credit risks that affect debt securities in general. In addition, a lower yield is generally offered on convertible securities than on otherwise equivalent non-convertible securities. There is no guarantee that the Fund will realize gains on a convertible security in excess of the foregone yield it accepts to invest in such convertible security.
Currency Risks . To the extent that a Fund invests directly in foreign (non-U.S.) currencies or in securities denominated in or that trade in foreign currencies, the Fund is subject to the risk that those currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency being hedged.
Derivatives Risks . The Fund may invest in, or enter into, derivatives or derivatives transactions (Derivatives). Derivatives are financial instruments that derive their performance, at least in part, from the performance of an underlying asset, index, interest rate, or other reference measure. Derivatives are subject to the same risks as the underlying reference instruments that they represent, but also may involve risks different from, and possibly greater than, the risks associated with investing directly in the underlying reference instrument. Derivatives entered into by the Fund involve additional costs, can be volatile, and are subject to various types and degrees of risk, depending upon the characteristics of a particular Derivative and the portfolio of the Fund. Derivatives permit the Adviser to increase or decrease the level of risk of an investment portfolio, or change the character of the risk to which an investment portfolio is exposed in much the same way as the manager can increase or decrease the level of risk, or change the character of the risk, of an investment portfolio by making investments in specific securities.
Derivatives may create economic leverage and can entail investment exposures that are greater than their cost would suggest, meaning that a small investment in Derivatives could have a large potential effect on performance of the Fund. The Advisers use of Derivatives may include swaps, options, futures, and forwards designed to replicate the performance of the Fund or to adjust market or risk exposure.
If the Fund invests in Derivatives at inopportune times or incorrectly judges market conditions, the investments may reduce the return of the Fund or result in a loss. The value of a Derivative may not correlate perfectly to the value of an underlying reference instrument, portfolio investment, or the overall securities markets. When used for hedging, the change in value of the Derivative may also not correlate specifically with the currency, security, or other risk being hedged. The Fund could experience losses if Derivatives are poorly correlated with its other investments, or if the Fund is unable to liquidate the position because of an illiquid secondary market. The market for many Derivatives is, or suddenly can become, illiquid. Changes in liquidity may result in significant, rapid, and unpredictable changes in the prices for Derivatives. Valuation of Derivatives may be more difficult in times of market turmoil since many investors and market makers may be reluctant to purchase complex instruments or quote prices for them. Furthermore, when seeking to obtain short exposure by investing in Derivatives, the Fund may be subject to regulatory restrictions as discussed in Short Sales Risks below. Additionally, a loss may be sustained by the Fund as a result of the failure of a counterparty to a Derivative contract to make required payments or otherwise fulfill its obligations under the Derivative contracts terms.
The regulation of Derivatives is a rapidly changing area of law and is subject to modification by government and judicial action. It is not possible to predict fully the effects of current or future regulation. New requirements, even if not directly applicable to the Fund, may increase the cost of the Funds investments and cost of doing business, which could adversely affect investors.
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
14 | ADDITIONAL INFORMATION REGARDING PRINCIPAL INVESTMENT STRATEGIES AND RISKS |
Additional Information Regarding Principal Investment Strategies and Risks (cont.)
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.
Equity Risks . The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries, or the securities market as a whole. In addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended periods of time.
Foreign Securities Risks . Investing in foreign securities may involve additional risks, including currency-rate fluctuations, political and economic instability, policies or sanctions limiting foreign investments, 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 Funds 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 Funds 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, a Fund will not convert its holdings of foreign currencies to U.S. dollars daily. Therefore, a Fund may be exposed to currency risks over an extended period of time.
Forward Foreign Currency Exchange Contract Risks . In addition to Derivatives Risks discussed above, forward foreign currency exchange contracts are subject to currency risks. A forward foreign currency exchange contract may also result in losses in the event of a default or bankruptcy of the counterparty. Forward foreign currency exchange contracts may limit potential gain from a positive change in the relationship between the U.S. dollar and foreign currencies.
Forwards Contracts Risks . (GLOBAL LONG/SHORT EQUITY) In addition to Derivatives Risks discussed above, investments in forwards contracts involve additional costs and may be particularly susceptible to volatility and counterparty risks. Forwards contracts are not currently exchange-traded and therefore no clearinghouse or exchange stands ready to meet the obligations of the contracts. Thus, the Fund faces the risk that its counterparties may not perform their obligations. Non-deliverable forwards are considered swaps and may in the future be required to be centrally cleared and traded on public facilities.
Futures Contract Risks . (GLOBAL LONG/SHORT EQUITY) In addition to Derivatives Risks discussed above, investments in futures contracts involve additional costs and may be particularly susceptible to volatility and leverage risks. If the Fund incorrectly forecasts the value of investments in using a futures contract, the Fund might have been in a better position if the Fund had not entered into the contract.
Information Risks . When the quantitative models (Models) and information and data (Data) used in managing a Fund prove to be incorrect or incomplete, any investment decisions made in reliance on the Models and Data may not produce the desired results and the Fund may realize losses. The success of Models that are predictive in nature is dependent largely upon the accuracy and reliability of the supplied historical data. All Models are susceptible to input errors that may cause the resulting information to be incorrect.
Investment Ratings . When a Fund invests in debt securities like convertible securities, some may be rated in the lowest investment grade category (i.e., BBB or Baa). Bonds rated lower than BBB by Standard & Poors or Baa by Moodys Investors Service have speculative characteristics. The Adviser will
ADDITIONAL INFORMATION REGARDING PRINCIPAL INVESTMENT STRATEGIES AND RISKS | 15 |
Additional Information Regarding Principal Investment Strategies and Risks (cont.)
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.
Management Risks . The Advisers judgment about the attractiveness, value, and potential appreciation of a Funds investments may prove to be incorrect. Accordingly, no guarantee exists that the investment techniques used by the Funds managers will produce the desired results.
Market Direction Risks . (GLOBAL LONG/SHORT EQUITY) Because the Fund will typically hold both long and short positions, the Funds results will suffer both when there is a general market advance and the Fund holds significant short positions or when there is a general market decline and the Fund holds significant long positions.
Multinational Companies Risks . Investments in multinational companies, including those that are based in the U.S., involve certain risks that may be difficult to predict and can increase the potential for losses. Such risks include, without limitation, those associated with the political, regulatory, and economic conditions of each country in which the multinational company conducts business. In addition, fluctuations in currency and risks related to less developed custody and settlement practices may be greater for investments in multinational companies.
Options Risks . (GLOBAL LONG/SHORT EQUITY) In addition to Derivatives Risks discussed above, investments in options and options on futures involve additional costs and may be particularly susceptible to volatility and leverage risks. When the Fund purchases an option, it may lose the premium paid for it if the price of the underlying asset decreased or remained the same (in the case of a call option) or increased or remained the same (in the case of a put option). If a put or call option purchased by the Fund were permitted to expire without being sold or exercised, its premium would represent a loss to the Fund. To the extent that the Fund writes or sells an option, if the decline or increase in the underlying asset is significantly below or above the exercise price of the written option, the Fund could experience a substantial loss. If the
Adviser incorrectly forecasts the value of investments in using an option or futures contract, the Fund might have been in a better position if the Fund had not entered into the contract. In addition, the value of an option may not correlate perfectly to the underlying financial asset, index or other investment or overall securities markets.
Portfolio Turnover Risks . (GLOBAL LONG/SHORT EQUITY) In light of the Funds investment objectives and strategies, the Fund may have a high portfolio turnover rate. 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 also may result in higher transaction costs (such as brokerage commissions), which may negatively affect the Funds performance.
Quantitative Model Investment Risks . The success of a quantitative investment model depends on the analyses and assessments that were used in developing such model. Incorrect analyses and assessments or inaccurate or incomplete data would adversely affect performance. Certain low-probability events or factors that are assigned little weight may occur or prove to be more likely or more relevant than expected, for short or extended periods of time. There can be no assurance that the Model will enable the Fund to achieve its investment objective.
Sector Risks . 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 Funds performance may be more susceptible to any economic, business, or other developments that generally affect that sector.
Short Sales Risks . (GLOBAL LONG/SHORT EQUITY) The Fund may attempt to limit its exposure to a possible market decline in the value of its portfolio securities through short sales of securities that the Adviser believes possesses volatility characteristics similar to those being hedged. The Fund also may use short sales for non-hedging purposes to pursue its investment objectives if, in the portfolio managers view, the security is over-valued. Short selling is speculative in nature and, in
16 | ADDITIONAL INFORMATION REGARDING PRINCIPAL INVESTMENT STRATEGIES AND RISKS |
Additional Information Regarding Principal Investment Strategies and Risks (cont.)
certain circumstances, can substantially increase the effect of adverse price movements on the Funds portfolio. A short sale of a security involves the risk of theoretically unlimited increase in the market price of the security that can in turn result in an inability to cover the short position and a theoretically unlimited loss. No assurance can be given that securities necessary to cover the Funds short position will be available for purchase. The SEC and other U.S. and non-U.S. regulatory authorities have imposed, and may impose in the future, restrictions on short selling, either on a temporary or permanent basis. Such restrictions may include placing limitations on specific companies and/or industries with respect to which the Fund may enter into short positions, and may hinder the Fund in, or prevent it from, implementing its investment strategies, and may negatively affect performance. Taking short positions in securities results in a form of leverage which may cause the Fund to be volatile.
Stock Market Risks . 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. The value of equity securities purchased by the Funds
may decline if the financial condition of the companies, in which the Funds invest, declines or if overall market and economic conditions deteriorate. Greater volatility increases risk. If the value of a Funds investments goes down, you may lose money.
Swap Agreements Risks . (GLOBAL LONG/SHORT EQUITY) Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than a year, and certain swaps will not have liquidity beyond the counterparty to the agreement. In addition to Derivatives Risks described above, certain swaps may be particularly susceptible to counterparty risk. A swap contract may not be assigned without the consent of the counterparty, and may result in losses in the event of a default or bankruptcy of the counterparty.
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.
ADDITIONAL INFORMATION REGARDING PRINCIPAL INVESTMENT STRATEGIES AND RISKS | 17 |
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 United States and its territories and possessions. The Funds generally do not sell shares to investors residing outside the United States, 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 shares of a Fund, on any day the New York Stock Exchange (NYSE) is open for regular session trading. The NYSE is closed on weekends and the following holidays: New Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas 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) plus any applicable sales charge. The NAV is calculated for each Fund at the end of regular trading (normally 3:00 p.m. Central Time) each day the NYSE is open. All purchase orders received in proper form and accepted by the time a Funds NAV is calculated will receive that days NAV, regardless of when the order is processed.
How is NAV Calculated ? Each classs 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 classs pro rata share of the value of the Funds investments, cash, and other assets, subtracting the classs pro rata share of the value of the Funds 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. A Funds NAV per share for each class is readily available at www.bmo.com/gam/funds/g/us/home/daily-historical-pricing.
In determining the NAV for a Fund, 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.
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
18 | HOW TO BUY SHARES |
How to Buy Shares (cont.)
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 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 a Funds 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 Funds value their 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 securitys 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 and markets, and other data in developing factors used to estimate fair value for that day.
Sales Charge . The applicable sales charge for the purchase of Class A shares is set forth in the following table:
Purchase Amount |
Sales
Charge as a % of Public Offering Price* |
Sales
Charge as a % of NAV |
Typical
Dealer Concession as a % of Public Offering Price |
|||||||||
Under $50,000 | 5.00 | % | 5.26 | % | 5.00 | % | ||||||
$50,000$99,999 | 4.00 | % | 4.17 | % | 4.00 | % | ||||||
$100,000$249,999 | 3.25 | % | 3.36 | % | 3.25 | % | ||||||
$250,000$499,999 | 2.50 | % | 2.56 | % | 2.50 | % | ||||||
$500,000$999,999 | 1.75 | % | 1.78 | % | 1.75 | % | ||||||
$1,000,000$4,999,999 | 0.00 | % | 0.00 | % | 1.00 | % | ||||||
$5,000,000$9,999,999 | 0.00 | % | 0.00 | % | 0.75 | % | ||||||
$10,000,000$49,999,999 | 0.00 | % | 0.00 | % | 0.50 | % | ||||||
$50,000,000 and above | 0.00 | % | 0.00 | % | 0.25 | % |
* For purchases of $1,000,000 and above, a Contingent Deferred Sales Charge (CDSC) of 1.00% will apply to shares redeemed within 18 months of purchase.
The term offering price includes any applicable sales charges. Some or all of the sales charges may be paid as concessions to Authorized Dealers, as that term is defined under How Do I Purchase Shares? below.
Waivers and Reductions of Sales ChargesClass A Shares.
Investments of $1,000,000 or More. There is no initial sales charge on a lump sum Class A share purchase of the Funds of $1,000,000 or more, nor on any purchase into a Class A account with an accumulated value of $1,000,000 or more. However, if you have taken advantage of this waiver and redeem your shares within 18 months of purchase, a CDSC of 1.00% may be imposed on such shares based on the lesser of original cost or current market value, determined on a first-in, first-out basis. The CDSC generally will not apply if you are otherwise entitled to a waiver of the initial sales charge as listed in Waivers of Sales Charges below. Also, the CDSC generally will not apply if you are entitled to a waiver as listed in Contingent Deferred Sales Charge Waivers below.
Waivers of Sales Charges. For the following categories of investors and circumstances, Class A shares may be purchased
HOW TO BUY SHARES | 19 |
How to Buy Shares (cont.)
at net asset value, without payment of any front-end sales charge that would otherwise apply:
|
Banks, broker-dealers, and other financial institutions (including registered investment advisors and financial planners) that have entered into an agreement with the Distributor or one of its affiliates, purchasing shares on behalf of clients participating in a fund supermarket or in a wrap program, asset allocation program, or other program in which the clients pay an asset-based fee; |
|
Registered representatives and other employees of affiliated or unaffiliated selling agents having a selling agreement with the Distributor; |
|
Employer-sponsored defined contributiontype plans, including 401(k) plans, 457 plans, 403(b) plans, profit-sharing and money purchase pension plans, defined benefit plans and non-qualified deferred compensation plans, and individual retirement account (IRA) rollovers involving retirement plan assets invested in the Funds and transferred in-kind to an IRA held at a financial intermediary that has an agreement with the Distributor to service such accounts; |
|
State sponsored college savings plans established under Section 529 of the Internal Revenue Code of 1986, as amended (the Code); |
|
Direct rollovers (i.e., a rollover of Fund shares and not a reinvestment of redemption proceeds) from qualified employee benefit plans, provided that the rollover involves a transfer to Class A shares in the same Fund or another BMO Fund; |
|
Trustees or other fiduciaries purchasing Class A shares for employee benefit plans of employers with ten or more employees; |
|
Reinvested dividends and capital gain distributions; or |
|
In the Funds discretion, shares issued in plans of reorganization, such as mergers, asset acquisitions and exchange offers, to which a BMO Fund is a party. |
In the Funds sole discretion, other purchases of Class A shares may be made without a sales charge from time to time.
Reductions of Sales Charges . The following accounts are eligible for account value aggregation for purposes of the right of accumulation and letters of intent:
|
Individual or joint accounts; |
|
Roth and traditional Individual Retirement Accounts (IRAs), Simplified Employee Pension accounts (SEPs), and Savings Investment Match Plans for Employees of Small Employers accounts (SIMPLEs); |
|
Tax Sheltered Custodial Accounts (TSCAs); |
|
Uniform Gifts to Minors Act (UGMA)/Uniform Transfers to Minors (UTMA) accounts for which you, your spouse, or your domestic partner is parent or guardian of the minor child; |
|
Revocable trust accounts for which you or an immediate family member, individually, is the beneficial owner/grantor; |
|
Accounts held in the name of your, your spouses, or your domestic partners sole proprietorship or single owner limited liability company or S corporation; |
|
Qualified retirement plan assets, provided that you are the sole owner of the business sponsoring the plan, are the sole participant (other than a spouse) in the plan, and have no intention of adding participants to the plan; and |
|
Investments in wrap accounts. |
The following accounts are not eligible for account value aggregation:
|
Accounts of pension and retirement plans with multiple participants, such as 401(k) plans (which are combined to reduce the sales charge for the entire pension or retirement plan and therefore are not used to reduce the sales charge for your individual accounts); and |
|
Accounts invested in Class I, Class R3, and Class R6 shares of the BMO family of funds. |
Contingent Deferred Sales Charge Waivers . In the following circumstances, the CDSC will not be charged upon the redemption of Class A shares:
|
In the event of the shareholders death; |
|
For which no sales commission or transaction fee was paid to an authorized selling agent at the time of purchase; |
|
Purchased through reinvestment of dividend and capital gain distributions; |
|
In an account that has been closed because it falls below the minimum account balance; |
20 | HOW TO BUY SHARES |
How to Buy Shares (cont.)
|
That result from required minimum distributions taken from retirement accounts upon the shareholders attainment of age 70 1 / 2 ; |
|
That result from returns of excess contributions made to retirement plans or individual retirement accounts, so long as the selling agent returns the applicable portion of any commission paid by the Distributor; |
|
Shares initially purchased by an employee benefit plan; or |
|
In the Funds discretion, shares issued in connection with plans of reorganization, including but not limited to mergers, asset acquisitions and exchange offers, to which the BMO Fund is a party. |
Letter Of Intent (Class A Shares Only)
A shareholder may sign a letter of intent committing to purchase a certain amount of the same Class A shares within a 13-month period in order to combine such purchases in calculating the applicable sales charge. The Funds custodian will hold shares in escrow equal to the maximum applicable sales charge. If the shareholder completes the commitment, the escrowed shares will be released to his/her account. If the commitment is not completed within 13 months, the custodian will redeem an appropriate number of escrowed shares to pay for the applicable sales charge.
While this letter of intent will not obligate the shareholder to purchase the Class A shares, each purchase during the period will be at the sales charge applicable to the total amount intended to be purchased. At the time a letter of intent is established, current balances in accounts in any Class A shares of any Fund, excluding money market accounts, will be aggregated to provide a purchase credit towards fulfillment of the letter of intent. The letter may be dated as of a prior date to include any purchase made within the past 90 days. Prior trade prices will not be adjusted.
Rights of Accumulation
The sales charge you pay to purchase Class A shares of a Fund may be reduced or eliminated by:
|
combining concurrent purchases of Class A shares by you, your spouse, and your children under age 21; |
|
combining concurrent purchases of Class A shares of two or more BMO Funds; |
|
accumulating purchases (in calculating the sales charge on an additional purchase, you may count the current NAV of previous Class A share purchases still invested in a BMO Fund); |
|
signing a letter of intent to purchase a specific dollar amount of Class A shares within 13 months (call your investment representative for an application and more information); or |
|
accumulating purchases of shares of other BMO Funds with subsequent purchases of the BMO Funds Class A shares that do not otherwise qualify for the Funds reduced sales charges. |
If your investment qualifies for a reduced sales charge due to accumulation of purchases, including due to accumulation of investments in other mutual funds held at BMO Financial Corp., you or your investment representative must notify BMO Funds at the time of purchase of the existence of other accounts and/or holdings eligible to be aggregated to reduce or eliminate the sales charge. You may be required to provide information or records in order to verify your eligibility for a sales charge reduction. This may include account statements of family members and information regarding shares held in accounts with your financial professional or another BMO entity. Additional information concerning sales load breakpoints is available in the SAI. Sales load and breakpoint discount information also is available, free of charge and in a clear and prominent format, on the Funds website at www.bmofunds.com.
Rule 12b-1 Plan . The Funds have adopted a Rule 12b-1 Plan, which allows them to pay an annual fee equal to a maximum of 0.25% of the Class A and 0.50% of the Class R3 assets to the distributor and financial intermediaries for the sale and distribution of each Funds Class A and Class R3 shares and for services provided to shareholders of that class. Such activities include, but are not necessarily limited to, compensating brokers, dealers, financial intermediaries, and sales personnel for distribution and shareholder services, recordkeeping, printing and mailing prospectuses to persons other than current shareholders, printing and mailing sales literature, and advertising. Because Rule 12b-1 fees are paid out of a Funds assets on an on-going basis, over time these fees will increase
HOW TO BUY SHARES | 21 |
How to Buy Shares (cont.)
the cost of your investment and may cost you more than paying other types of sales charges.
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. Consult your Authorized Dealer or service provider for more information, including applicable fees. 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 BMO Harris Bank N.A. may purchase shares by contacting their 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. 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 A or 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 A or 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.
The minimum investment for Class I shares does not apply to current employees of BMO Financial Corp. and its affiliates, the spouse or domestic partner or children of a current employee of BMO Financial Corp. or its affiliates, or to the directors of the BMO Funds, provided such persons purchase shares directly from the BMO Funds. Persons investing in Class I shares in this manner are not eligible to participate in the Systematic Investment Program described in the tables below.
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 Funds 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.
Purchase of Class R Shares . Class R shares are generally available only to retirement plans established under Code sections 401(a) (including 401(k) plans), 403(b), or 457, and to nonqualified deferred compensation plans and certain voluntary employee benefit association and post-retirement benefit plans. Class R shares also are generally available only to retirement plans where plan level or omnibus accounts are held on the books of BMO Harris Bank N.A. Class R shares are generally available only to fee-based programs or through retirement plan intermediaries. Class R6 shares may also be available to institutional investors. Class R shares generally are not available to retail nonretirement accounts, traditional and Roth individual retirement accounts (IRAs), Coverdell Education Savings Accounts, SEPs, SARSEPs, and SIMPLE IRAs.
Class R shares are sold without any initial sales charge or CDSC. Class R3 shares are subject to a 0.50% 12b-1 fee and a 0.15% administrative services fee, while Class R6 shares are not.
22 | HOW TO BUY SHARES |
How to Buy Shares (cont.)
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 |
||
|
Class I
To open an account$2,000,000 |
|
Class A
To open an account$1,000 |
||
To add to an account (including through a Systematic Investment Program)$50 |
||
Class R3
To open an accountContact BMO Funds U.S. Services |
||
Class R6
To open an accountContact BMO Funds U.S. Services |
Phone 1-800-236-FUND (3863) |
||
|
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. |
HOW TO BUY SHARES | 23 |
Fund Purchase Easy Reference Table (cont.)
|
||
|
To open an account, send your completed account application and check payable to BMO Funds to the following address: |
|
BMO Funds U.S. Services
|
||
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 |
||
|
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 |
||
|
You can have money automatically withdrawn from your checking account ($50 minimum) on predetermined dates and invest it in the 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 |
||
|
You may purchase Fund shares at www.bmofunds.com. |
Additional Information About Checks and Automated Clearing House (ACH) Transactions Used to Purchase Shares |
||
|
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 $50,000. |
Employer-Sponsored Retirement Plans
Eligible retirement plans may open an account and purchase Class R shares by contacting an Authorized Dealer. Additional shares may be purchased through the plans administrator or recordkeeper. |
24 | HOW TO BUY SHARES |
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 BMO Harris Bank 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 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 days NAV. Different cut-off times for redemption requests through an Authorized Dealer may be imposed by the Authorized Dealer. Please contact your Authorized Dealer for more information.
All redemption requests received in proper form by the time a Funds NAV is calculated will receive that days 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 ? A contingent deferred sales charge (CDSC) of 1.00% applies to Class A shares of the Funds redeemed up to 18 months after purchases of $1,000,000 or more. The CDSC is based on the lesser of original cost or current market value of the shares being redeemed. 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 BMO Harris Bank), or if you are redeeming by wire. Consult your Authorized Dealer or service provider for more information, including applicable fees.
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) |
||
|
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. |
|
||
|
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). |
HOW TO REDEEM AND EXCHANGE SHARES | 25 |
Fund Redemption Easy Reference Table (cont.)
Wire/Electronic Transfer |
||
|
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 |
||
|
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 |
||
|
You may redeem Fund shares at www.bmofunds.com. |
Employer-Sponsored Retirement Plans |
||
Shares held in eligible retirement plans may be sold through the plans administrator or record keeper. |
26 | HOW TO REDEEM AND EXCHANGE SHARES |
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 shareholders trade activity or amount adversely impacts a Funds 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 Funds 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 Funds 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. Securities received in kind may remain exposed to market risk until sold, and shareholders may incur brokerage costs when converting these
securities to cash. 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 Fund free of charge (and with respect to Class A shares, if you have previously paid a sales 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 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 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.
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 out of a Fund may harm all shareholders by disrupting
ADDITIONAL CONDITIONS FOR REDEMPTION | 27 |
Additional Conditions for Redemption (cont.)
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.
Each Fund monitors and enforces the Market Timing Policy through:
|
the termination of a shareholders purchase and/or exchange privileges; and |
|
selective monitoring of trade activity. |
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 intermediarys 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 Funds. 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. Legal and technological limitations on the ability of financial intermediaries may exist 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.
28 | ADDITIONAL CONDITIONS FOR REDEMPTION |
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.bmofunds.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 websiteyou may only establish a new Fund account under the methods described in the How to Buy Shares section.
Clients of BMO Harris Bank 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 partyshould 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 net 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 Net Capital Gains . Distributions of net investment income, if any, are declared and paid quarterly. Distributions of net investment income are paid to all shareholders invested in the Funds on the record date, which is the date on which a shareholder must officially own shares in order to earn a distribution.
In addition, each Fund distributes its 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 Funds distributions. Your distributions of net investment income and net capital gains will be automatically reinvested in additional shares of the same class of the same Fund without a sales charge, 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 net capital gains are treated the same for federal income tax purposes whether received in cash or in additional shares.
ACCOUNT AND SHARE INFORMATION | 29 |
Account and Share Information (cont.)
What are Distributions of Net Investment Income and Net 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 net capital gain distribution is the money paid to shareholders from a mutual funds net profit realized from the sales of portfolio securities.
If you purchase shares just before a Fund declares a distribution of net investment income or net 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. The distribution will generally be taxable to you for federal income tax purposes, unless you are investing through a tax-deferred arrangement such as an IRA or a 401(k) plan.
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 A 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 A 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 A 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. 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 . Each Fund intends to qualify and elect to be treated as a regulated investment company (RIC) under Subchapter M of the Code, provided that it complies with all applicable requirements regarding the source of its income, diversification of its assets, and the timing and amount of its distributions. There can be no assurance that a Fund will satisfy all requirements to be taxed as a RIC.
The Funds will send you an annual statement of your account activity to assist you in completing your federal, state, and local tax returns. You will be taxed in the same manner regardless of whether you elect to receive distributions of investment company taxable income and net capital gains in cash or in additional Fund shares. Distributions from a Funds investment company taxable income (which includes but is not limited to dividends, interest, net short-term capital gains, and net gains from foreign currency transactions), if any, generally are taxable to you as ordinary income (for non-corporate shareholders, currently taxed at a maximum rate of 39.6%). For non-corporate shareholders, to the extent that distributions of investment company taxable income are attributable to and reported as qualified dividend income, such distributions may be eligible for the reduced federal income tax rates applicable to long-term capital gains, provided certain holding periods and other requirements are satisfied by the shareholder. Distributions of a Funds net capital gains (the excess of net long-term capital gains over net short-term capital losses), if any, are generally taxable as long-term capital gains (for non-corporate shareholders, currently taxed at a maximum rate of 20%), regardless of how long such shareholder has held shares of such Fund. Fund distributions are expected to primarily consist of net capital gains.
Certain individuals, trusts, and estates may be subject to a Medicare tax of 3.8% (in addition to regular income tax). The Medicare tax is imposed on the lesser of (i) a taxpayers investment income, net of deductions properly allocable to such income or (ii) the amount by which the taxpayers modified adjusted gross income exceeds certain thresholds ($250,000 for married individuals filing jointly, $200,000 for unmarried individuals, and $125,000 for married individuals filing separately). The Funds distributions are includable in a
30 | ACCOUNT AND SHARE INFORMATION |
Account and Share Information (cont.)
shareholders investment income for purposes of this Medicare tax. In addition, any capital gain realized on the sale, redemption, or exchange of Fund shares is includable in a shareholders 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 Funds 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 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, generally will not benefit from such deduction or credit.
Your sale, redemption, or exchange of Fund shares may result in a taxable capital gain or loss to you for federal income tax purposes, depending on whether the redemption proceeds (including in-kind proceeds) are more or less than your basis in the sold, redeemed or exchanged 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 held for one year or less, as short-term capital gain or loss. Any loss arising from the sale, redemption, or exchange of Fund shares held for six months or less, however, is treated as a long-term capital loss to the extent of any distributions of net capital gains received or deemed to be received with respect to such shares. In determining the holding period of such shares for this purpose, any period during which your risk of loss is offset by means of options, short sales, or similar transactions is not counted. If you purchase Fund shares (through reinvestment of distributions or otherwise) within thirty days before or after selling, redeeming, or exchanging other shares of the same
Fund at a loss, all or part of your loss will not be deductible and will instead increase the basis of the new shares to preserve the loss until a future sale, redemption, or exchange.
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 (IRS) requiring backup withholding, the Fund is required by federal law to withhold federal income tax from your distributions and redemption proceeds, at the rate set forth in the Code. Backup 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 IRS.
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.
Cost Basis Reporting
The Funds are required to report to certain shareholders and the IRS the cost basis of any Fund shares acquired on or after January 1, 2012 when such shareholders subsequently sell, redeem, or exchange those Fund shares. Each Fund will determine cost basis using the average cost method unless you elect in writing (and not over the telephone) any alternate IRS-approved cost basis method. Please see the SAI for more information regarding cost basis reporting.
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).
ACCOUNT AND SHARE INFORMATION | 31 |
Management of the BMO Funds . The Board governs the Funds. The Board oversees the Adviser. The Adviser manages each Funds assets, including buying and selling portfolio securities for the Funds. The Advisers address is 115 S. LaSalle Street, Chicago, Illinois 60603.
BMO Funds, Inc. and the Adviser have received an order from the SEC that permits the Adviser, subject to certain conditions, to terminate an existing sub-adviser or hire a new, wholly-owned or non-affiliated sub-adviser for a Fund, to materially amend the terms of particular agreements with a sub-adviser, or to continue the employment of an existing sub-adviser after events that would otherwise cause an automatic termination of a sub-advisory agreement. This arrangement has been approved by the Board of Directors and the sole initial shareholder of each Fund. Consequently, under the exemptive order, the Adviser has the right to hire, terminate, and replace sub-advisers when the Board of Directors and the Adviser determine that a change would benefit a Fund.
Pursuant to the conditions imposed by the exemptive order, if a new sub-adviser is retained, shareholders of the affected Fund will receive notification of the change within 90 days, and the Corporation will make available and maintain the notification on its website for 90 days thereafter. The exemptive order also exempts a Fund from certain requirements to disclose the compensation paid by the Adviser to the sub-adviser. The manager of managers structure enables each Fund 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 advisory fees paid by a Fund to be increased or change the Advisers obligations under the investment advisory agreement, including the Advisers responsibility to monitor and oversee sub-advisory services furnished to the Fund, without shareholder approval.
Advisers 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. As of July 31, 2015, the Adviser had approximately $38.2 billion in assets under management, of which approximately $14.4 billion was in the BMO Funds assets.
The Adviser, including its predecessor entities, has managed investments for individuals and institutions since 1973. The Adviser has managed the BMO Funds since 1992.
Portfolio Managers . Jay Kaufman and Ernesto Ramos, Ph.D. have co-managed the DISCIPLINED INTERNATIONAL EQUITY FUND since its inception in 2015. Mr. Kaufman is a Portfolio Manager of the Adviser. He joined the Adviser in 2010. Prior to joining the Adviser, Mr. Kaufman was a Quantitative Investment Analyst with the Strategic Investment Group from 2006 to 2008. Dr. Ramos is the Head of Equities, a Managing Director, and a Portfolio Manager of the Adviser. He joined the Adviser in 2005.
Jay Kaufman, Ernesto Ramos, Ph.D., and David Rosenblatt have co-managed the GLOBAL LONG/SHORT EQUITY FUND since its inception in 2015. The biographical information for Mr. Kaufman and Dr. Ramos is described above. Mr. Rosenblatt is a Portfolio Manager of the Adviser. He joined the Adviser in 2012, after pursuing and completing his Master of Business Administration degree from 2010 to 2012.
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 an investment advisory fee from each Fund equal to a percentage of each Funds average daily net assets (ADNA) at the rates, subject to reduction at breakpoints, as shown in the following tables.
DISCIPLINED INTERNATIONAL EQUITY FUND
Advisory Fee
(as % of the Funds ADNA) |
||||||||
on the first
$1 billion |
on the next
$1 billion |
in excess of
$2 billion |
||||||
0.60% | 0.575 | % | 0.55 | % |
GLOBAL LONG/SHORT EQUITY FUND
Advisory Fee
(as % of the Funds ADNA) |
||||||||
on the first
$1 billion |
on the next
$1 billion |
in excess of
$2 billion |
||||||
1.00% | 0.975 | % | 0.95 | % |
32 | BMO FUNDS INFORMATION |
BMO Funds Information (cont.)
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 Acquired Fund Fees and Expenses, 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 Funds business for the DISCIPLINED INTERNATIONAL EQUITY FUND and excluding Dividend and Interest Expenses, Acquired Fund Fees and Expenses, 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 Funds business for the GLOBAL LONG/SHORT EQUITY FUND) from exceeding the percentage of the ADNA of the class of each Fund, as set forth in the Fees and Expenses of the Fund section. This agreement may not be terminated prior to December 31, 2016 without the consent of the Funds Board of Directors, unless terminated due to the termination of the investment advisory agreement. Additionally, the agreement does not provide for recoupment by the Adviser of waived fees or reimbursed expenses.
In addition, the Adviser has the discretion to waive its fee for any Fund. Any such waivers by the Adviser are voluntary and may be terminated at any time in the Advisers sole discretion.
The Boards basis for approving the investment advisory contract on behalf of each Fund will be included in the Funds annual report to shareholders dated August 31, 2015.
Affiliate Services and Fees . BMO Harris Bank, an affiliate of the Adviser, provides services to the Funds as securities lending agent. BMO Harris Bank receives a fee as compensation for its services as securities lending agent. For shareholders that bank with BMO Harris Bank, an affiliate of the Adviser, BMO Harris Bank may offer certain bank privileges based on their overall relationship with BMO.
The Adviser serves as the Funds shareholder servicing agent, recordkeeper, and administrator directly and through its division, BMO Funds U.S. Services. The Adviser does not receive shareholder service fees from the Funds.
The Adviser is the administrator of the Funds and UMB Fund Services, Inc. (UMB) is the sub-administrator.
The Adviser, as administrator, is entitled to receive a fee from the Class A, Class I, and Class R3 shares of the Funds equal to 0.15% of each Funds ADNA.
All fees of the sub-administrator are paid by the Adviser.
Payments to Financial Intermediaries . From time to time, the Adviser, BMO Harris Bank, BMO Harris Financial Advisors (member FINRA/SIPC), 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, BMO Harris Bank, BMO Harris 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 the Adviser and Rule 12b-1 fees paid by the Funds to the distributor) 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 BMO Harris 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%. 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 . BMO Investment Distributors, LLC (BID) (formerly, M&I Distributors, LLC), 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 the Adviser. BID is an affiliate of the Adviser and BMO Harris Bank.
Financial Highlights . Because the Funds recently commenced operations, financial highlights are not available at this time. Information will be included in the Funds first annual report.
BMO FUNDS INFORMATION | 33 |
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 Reports investment commentaries will 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 1-800-236-FUND (3863). You also may obtain these materials free of charge on the BMO Funds website at www.bmofunds.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
publicinfo@sec.gov
1-202-551-8090
Reports and other information about the Funds also are available on the EDGAR database on the SECs Internet site at www.sec.gov.
BMO Funds U.S. Services
P.O. Box 55931
Boston, MA 02205-5931
1-414-287-8555
1-800-236-FUND (3863)
www.bmofunds.com
BMO Global Asset Management is the brand name for various affiliated entities of BMO Financial Group that provide investment management, retirement, and trust and custody services. Certain of the products and services offered under the brand name BMO Global Asset Management are designed specifically for various categories of investors in a number of different countries and regions and may not be available to all investors. Products and services are only offered to such investors in those countries and regions in accordance with applicable laws and regulations. BMO Financial Group is a service mark of Bank of Montreal.
Not FDIC Insured | No Bank Guarantee | May Lose Value |
BMO Investment Distributors, LLC
Distributor
Investment Company Act File No. 811-58433 10-328-088
BMO Funds, Inc.
Statement of Additional Information
August 26, 2015
BMO Disciplined International Equity Fund |
||||||
Class A (BDAQX) | Class I (BDIQX) | Class R3 (Ticker) | Class R6 (Ticker) | |||
BMO Global Long/Short Equity Fund |
||||||
Class A (BGAQX) | Class I (BGIQX) | Class R3 (Ticker) | Class R6 (Ticker) |
This Statement of Additional Information (SAI) is not a Prospectus and should be read in conjunction with the Prospectus for the BMO Funds listed above (each, a Fund and collectively, the Funds) dated August 26, 2015. You may obtain the Prospectus and, when available, 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 www.bmofunds.com.
111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202
BMO INVESTMENT DISTRIBUTORS, LLC
Distributor
TABLE OF CONTENTS
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BMO Funds, Inc. (formerly known as Marshall Funds, Inc.) (the Corporation) is an open-end, management investment company that was established as a Wisconsin corporation on July 31, 1992. On May 17, 2013, the Corporation changed its corporate name to BMO Funds, Inc. 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. (IMC). As a result of the transaction, Marshall Funds, Inc. began doing business as BMO Funds, Inc. and each Fund was renamed as a BMO Fund. Effective June 1, 2012, as part of an internal restructuring, IMC, the Funds investment adviser, merged with and into Harris Investment Management, Inc. and the combined entity was renamed BMO Asset Management Corp. (Adviser). Additionally, effective September 1, 2012, as part of an internal restructuring, Marshall & Ilsley Trust Company N.A. (M&I Trust), custodian to certain of the Funds, merged into BMO Harris Bank N.A. (BMO Harris Bank). Effective September 12, 2014, as part of an internal restructuring, M&I Distributors, LLC (MID), distributor to the Funds, was renamed BMO Investment Distributors, LLC.
The Funds are diversified portfolios of the Corporation with a fiscal year end of August 31. 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 45 separate series.
The Board of Directors of the Corporation (Board) has established Advisor Class shares (Class A), Institutional Class shares (Class I), and Retirement Class shares (Class R3 and Class R6) with respect to each Fund.
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 Corporations Articles of Incorporation, as amended, 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 Funds securities and investment techniques that are described in the Prospectus.
Alternative Asset Classes . As a non-principal investment strategy, each Fund may invest up to 5% of its total assets in underlying funds that invest primarily in alternative asset classes such as real estate, commodity-linked investments, and other instruments that derive their value from natural resources.
Investments in alternative asset classes may subject an underlying fund to greater volatility than investments in traditional securities. The performance of commodity futures and other commodity-linked investments may not be correlated to the securities markets and is affected by events, developments, and conditions relevant to the particular commodity, including periods of
B-2
illiquidity, counterparty risk, demand and supply, weather, tariffs, embargoes, government regulation and intervention, interest rates, and other factors. Investments in natural resources, real estate, and other alternative investments may also be illiquid, difficult to price, and leveraged so that small changes in value may produce disproportionate losses. Investments relating to natural resources can be significantly affected by events relating to international political and economic developments, commodity prices and taxes, and other government intervention. Investments related to real estate may be affected by interest rates, availability of construction and mortgage capital, consumer confidence, economic conditions in particular regions, real estate values, catastrophic events, and environmental and tax laws, among other factors.
Asset-Backed/Privately-Issued 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 markets 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.
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
B-3
rates increase. In contrast, IOs decrease in value when prepayments increase, because the underlying mortgages generate fewer 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 London Interbank Offered Rates (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.
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
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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 if it is 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 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 bankers 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 banks irrevocable letter of credit or unconditional guaranty also will 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 possible 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 a Fund from any securities purchased with borrowed money. With respect to borrowings, a Fund is 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 a Fund will involve special
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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 the Funds may borrow money for temporary or emergency purposes.
The Corporation received an exemptive order from the Securities and Exchange Commission (SEC) on July 30, 2014 permitting the Funds to participate in an interfund lending program, subject to their investment policies and limitations. This program allows a Fund to lend cash to and borrow cash from other BMO Funds for temporary purposes. The program is subject to a number of conditions, including the requirement that the interfund loan rate to be charged to a Fund 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 to the borrowing Fund than the lowest interest rate at which bank short-term loans would be available to the Fund. A Fund will participate in the program only to the extent that its participation is consistent with the Funds investment policies and limitations. The Board is responsible for overseeing and periodically reviewing the interfund lending program.
Collateralized debt obligations . Collateralized debt obligations (CDOs) and similarly structured securities are interests in a trust or other special purpose entity (SPE) and are typically backed by a pool of bonds, loans, or other debt obligations. CDOs are not limited to investments in one type of debt and, accordingly, a CDO may be collateralized by corporate bonds, commercial loans, asset-backed securities, residential mortgage-backed securities, Real Estate Investment Trusts (REITs), commercial mortgage-backed securities, emerging market debt, and municipal bonds. CDOs may use derivatives contracts to create synthetic exposure to assets rather than holding such assets directly. There are various types of CDOs, which include collateralized loan obligations and collateralized bond obligations, among others.
CDOs are split into two or more tranches that vary in risk and yield. The equity tranche is the riskiest and the first to suffer a loss from defaults. Senior tranches are less risky and generally have higher ratings and lower yields than the underlying collateral securities held by the trust. All tranches of CDOs, including senior tranches with high credit ratings have recently experienced substantial losses due to actual defaults, increased sensitivity to future defaults due to the disappearance of protecting tranches, market anticipation of defaults, and market aversion to CDO securities as a class. There can be no assurance that additional losses of equal or greater magnitude will not occur in the future.
CDOs carry risks including, but not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or quality or go into default or be downgraded; (iii) a Fund may invest in tranches of a CDO that are subordinate to other classes; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer, difficulty in valuing the security or unexpected investment results. CDOs also may charge management fees and administrative expenses that the shareholders of a Fund would pay indirectly.
Commercial Paper and Restricted and Illiquid Securities . Commercial paper represents an issuers 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
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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(a)(2) of the Securities Act of 1933, as amended (1933 Act). By law, the sale of Section 4(a)(2) commercial paper is restricted and is generally sold only to institutional investors, such as the Funds. If a Fund purchases Section 4(a)(2) commercial paper, it must agree to purchase the paper for investment purposes only and not with a view to public distribution. Section 4(a)(2) commercial paper is normally resold to other institutional investors through investment dealers who make a market in Section 4(a)(2) commercial paper and, thus, provide liquidity.
The Adviser determines whether Section 4(a)(2) commercial paper and certain other restricted securities are liquid in accordance with the Funds procedures. Section 4(a)(2) commercial paper and other restricted securities that the Adviser has determined to be liquid are not subject to a Funds investment limitation applicable to illiquid securities.
Concentration . Each of the Funds 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 LimitationsFundamental LimitationsConcentration of Investments). This policy does not apply to securities in which a Fund may invest that are issued by other investment companies, or to securities issued or guaranteed by the U.S. government, any state or territory of the U.S., its agencies, instrumentalities, or political subdivisions. For purposes of this policy, the Adviser determines industry classifications in accordance with the Global Industry Classification Standards, an industry classification system developed by Standard & Poors Corporation in collaboration with Morgan Stanley Capital International, or other sources. In the absence of such classification, or if the Adviser determines in good faith based on its own information that the economic characteristics affecting a particular issuer make it more appropriate to be considered engaged in a different industry, the Adviser may classify an issuer accordingly. Accordingly, the composition of an industry or group of industries may change from time to time. For purposes of the fundamental investment policy regarding industry concentration, group of industries means a group of related industries, as determined in good faith by the Adviser, based on published classifications or other sources.
Convertible Securities are fixed income securities that give the holder the option to exchange for equity securities at a specified conversion price within a specified time. The option allows the holder to realize additional returns if the market price of the equity securities exceeds the conversion price. For example, if the holder owns 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, the holder 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 the holder to realize some of the potential appreciation of the underlying equity securities with less risk of losing its initial investment.
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The Funds treat convertible securities as both fixed income and equity securities for purposes of their investment policies and limitations, because of their unique characteristics.
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.
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 the holder 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 which also causes liquidity to be 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 the holder 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.
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.
Derivative Instruments . Derivative instruments are financial instruments that require payments based upon changes in the values of designated (or underlying) securities, currencies, commodities, interest rates, credit ratings, or other market factors (reference instruments). The other party to a derivative instrument is referred to as a counterparty.
The Funds, in pursuing their individual objectives and to the extent specified herein or in the Prospectus, may (i) purchase and sell (write) both put options and call options on securities, swap agreements, securities indexes, and foreign currencies, (ii) enter into futures contracts based on securities, interest rates, indices, currencies, and /or U.S. government bonds, and (iii) purchase and sell
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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 a Fund 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, credit events, single currency securities, and indices 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.
The Funds may use financial futures contracts and options as tools in managing duration, which measures a fixed income securitys average life and reflects the present value of the securitys cash flow. Selling futures contracts or purchasing put options can accomplish the shortening of a portfolios 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 to achieve the portfolios duration targets because it reduces transaction costs to the Funds. 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.
Derivatives may be more volatile than investments directly in the underlying reference instrument. Derivatives may create economic leverage and can result in losses to the Funds that exceed the original amount invested. The value of some derivative instruments in which a Fund invests may be particularly sensitive to changes in prevailing interest rates and, like the other investments of the Fund, the ability of the 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 a Funds Adviser incorrectly forecasts such factors and has taken positions in derivative instruments contrary to prevailing market trends, a Fund could be exposed to a risk of loss.
The Funds might not employ any of the derivatives strategies described herein and no assurance can be given that any strategy used will succeed. If the Adviser incorrectly forecasts securities prices, interest rates, credit events, market values, or other economic factors in utilizing a derivatives strategy for a Fund, the Fund might be in a worse position than 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 additional costs as well as 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 also can reduce the opportunity for gain, or even result in losses, by offsetting favorable price movements in related investments or otherwise due to (i) the possible inability of the Fund to purchase or sell a portfolio security at a time that otherwise would be favorable, (ii) 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 (iii) the possible inability of the Fund to close out or to liquidate its derivatives positions. Valuation of derivatives may be more difficult, and liquidity may be reduced, in times of market turmoil since many investors and market makers may be reluctant to purchase complex instruments or quote prices for them. In addition, a Funds use of such instruments may cause the Fund
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to realize higher amounts of short-term capital gains (generally taxable to shareholders 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. Additionally, a loss may be sustained by a Fund as a result of the failure of a counterparty to a derivative contract to make required payments or otherwise fulfill its obligations under the derivative contracts terms.
Each Fund is operated by a person that has claimed an exclusion from the registration as a commodity pool operator (CPO) in accordance with Rule 4.5 under the Commodity Exchange Act (the CEA) and, therefore, such person is not subject to registration or regulation as a CPO with respect to the Funds under the CEA. As a result, each of the Funds must comply with one of the exclusions set forth in Rule 4.5, which limits a Funds investment in commodity futures, options on commodity futures, or certain swaps (used for purposes other than bona fide hedging, as such term is defined in the rules of the Commodity Futures Trading Commission (CFTC)). If a Fund is no longer operated in compliance with the exclusion, the Adviser would be subject to regulation under the CEA. The CFTC has neither reviewed nor approved reliance on these exclusions, or the Funds, their investment strategies, their prospectus, or this SAI.
The regulation of derivatives is a rapidly changing area of law and is subject to modification by government and judicial action. It is not possible to predict fully the effects of current or future regulation. New requirements, even if not directly applicable to the Funds, may increase the cost of a Funds investments and cost of doing business, which could adversely affect investors.
Distressed Securities . A Funds investment in distressed securities, which involve loans, loan participations, bonds, notes, non-performing and sub-performing mortgage loans, typically are unrated, lower-rated, in default, or close to default. Many of these instruments are not publicly traded, and may become illiquid. The prices of such instruments may be extremely volatile. Securities of distressed companies are generally more likely to become worthless than the securities of more financially stable companies. Valuing such instruments may be difficult, and a Fund may lose all of its investment, or it may be required to accept cash or securities with a value less than the Funds original investment. Issuers of distressed securities are typically in a weak financial condition and may default, in which case a Fund may lose its entire investment.
Exchange-Traded Funds (ETFs) . Each share of an ETF represents an undivided ownership interest in the portfolio of stocks held by an ETF. ETFs are investment companies that are bought and sold on a securities exchange. ETFs acquire and hold either (i) shares of all of the companies that are represented by a particular index in the same proportion that is represented in the index itself; or (ii) shares of a sampling of the companies that are represented by a particular index in a proportion meant to track the performance of the entire index.
ETFs are intended to provide investment results that, before expenses, generally correspond to the price and yield performance of the corresponding market index, and the value of their shares should, under normal circumstances, closely track the value of the indexs underlying component stocks. ETFs generally do not buy or sell securities, except to the extent necessary to conform their portfolios to the corresponding index. Because an ETF has operating expenses and transaction costs, while a market index does not, ETFs that track particular indices typically will be unable to match the performance of the index exactly.
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ETFs generally do not sell or redeem their shares for cash, and most investors do not purchase or redeem shares directly from an ETF at all. Instead, the ETF issues and redeems its shares in large blocks (typically 50,000 of its shares) called creation units. Creation units are issued to anyone who deposits a specified portfolio of the ETFs underlying securities, as well as a cash payment generally equal to accumulated dividends on the securities (net of expenses) up to the time of deposit, and creation units are redeemed in kind for a portfolio of the underlying securities (based on the ETFs net asset value) together with a cash payment generally equal to accumulated dividends as of the date of redemption. Most ETF investors, however, purchase and sell ETF shares in the secondary trading market on a securities exchange, in lots of any size, at any time during the trading day. ETF investors generally must pay a brokerage fee for each purchase or sale of ETF shares, including purchases made to reinvest dividends.
Because ETF shares are created from the stocks of an underlying portfolio and can be redeemed into the stocks of an underlying portfolio on any day, arbitrage traders may move to profit from any price discrepancies between the shares and the ETFs portfolio, which in turn helps to close the price gap between the two. Of course, because of the forces of supply and demand and other market factors, there may be times when an ETF share trades at a premium or discount to its net asset value.
In connection with its investment in ETF shares, the Fund will incur various costs. The Fund may also realize capital gains or losses when ETF shares are sold, and the purchase and sale of the ETF shares may include a brokerage commission that may result in costs. In addition, the Fund is subject to other fees as an investor in ETFs. Generally, those fees include, but are not limited to, Trustees fees, operating expenses, licensing fees, registration fees and marketing expenses, each of which will be reflected in the net asset value of ETFs and therefore the shares representing a beneficial interest therein.
There is a risk that the underlying ETFs in which the Fund invests may terminate due to extraordinary events that may cause any of the service providers to the ETFs, such as the trustee or sponsor, to close or otherwise fail to perform their obligations to the ETF. Also, because the ETFs in which the Fund intends to principally invest are each granted licenses by agreement to use the indices as a basis for determining their compositions and/or otherwise to use certain trade names, the ETFs may terminate if such license agreements are terminated. In addition, an ETF may terminate if its entire net asset value falls below a certain amount. Although the Adviser believes that, in the event of the termination of an underlying ETF, it will be able to invest instead in shares of an alternate ETF tracking the same market index or another market index with the same general market, there is no guarantee that shares of an alternate ETF would be available for investment at that time.
Futures Contracts and Options on Futures Contracts . A futures contract is an agreement between two parties to buy or sell a specific amount of an underlying reference instrument (such as a security or commodity) for a specified price on a specified 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, or other underlying reference instrument. 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.
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A 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.
A Fund may purchase or write call futures options and put futures options, to the extent specified herein or in the Prospectus. 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. In return for the premium paid by the buyer, the seller assumes the risk of taking a possibly adverse futures position. 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.
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 (initial margin) determined to be liquid by the Adviser. 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 the 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, the Fund will mark to market its open futures positions.
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A Fund also is 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 also must 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 a Funds 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 also will segregate liquid assets equivalent to the amount, if any, by which the put is in the money.
When purchasing a futures contract, a Fund will maintain assets determined to be liquid by the Adviser with its custodian in an amount that, when added to the amounts deposited with a futures commission merchant (FCM) as margin are equal to the market value of the instruments underlying the futures contract. These amounts will be marked to market on a daily basis, resulting in adjustments to the amounts maintained with the custodian. 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 assets determined to be liquid by the Adviser with its custodian in an amount that is equal to the market value of the instruments underlying the contract; provided that for cash-settled futures a Fund may segregate only the net amount due on the contract on a mark-to-market basis. These amounts will be marked to market on a daily basis, resulting in adjustments to the amounts maintained with the custodian. Alternatively, a 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 Funds custodian).
When selling a call option on a futures contract, a Fund will maintain assets determined to be liquid by the Adviser with its custodian in an amount that, when added to the amounts deposited with an FCM as margin, is equal to the market value of the futures contract underlying the call option. These amounts will be marked to market on a daily basis, resulting in adjustments to the amounts maintained with the custodian. Alternatively, a 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.
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When selling a put option on a futures contract, a Fund will maintain assets determined to be liquid by the Adviser with its custodian in an amount that is equal to the purchase price of the futures contract, less any margin on deposit. These amounts will be marked to market on a daily basis, resulting in adjustments to the amounts maintained with the custodian. Alternatively, a 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 Funds 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 Funds 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 Funds portfolio securities. Thus, the use of a longer-term security may require a Fund to hold offsetting short-term securities to balance the Funds portfolio such that the Funds duration does not exceed the maximum permitted for the Fund in its Prospectus.
The requirements for qualification as a regulated investment company (RIC) 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 on Futures 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. A Funds use of financial futures and options may not always be a successful strategy and using them could lower a Funds 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 a 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 a Fund may result in losses in excess of the amount invested in these instruments.
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 days 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
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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 the 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 and FCM 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 contracts terms. There is also a risk of loss by a Fund of the initial and variation margin deposits in the event of bankruptcy of an FCM with which the Fund has an open position in a futures contract. The assets of a Fund may not be fully protected in the event of the bankruptcy of the FCM or central counterparty because the Fund might be limited to covering only a pro rata share of all available funds and margin segregated on behalf of an FCMs customers. If the FCM does not provide accurate reporting, a Fund is also subject to the risk that the FCM could use the Funds assets, which are held in an omnibus account with assets belonging to the FCMs other customers, to satisfy its own financial obligations or the payment obligations of another customer to the central counterparty.
Volatility Risk . Futures contracts and related options may be more volatile than investments directly in the underlying reference instrument. They may be more sensitive to interest rate changes and market price fluctuations than securities or other types of investments.
Leverage Risk . Futures contracts and related options may create economic leverage and can result in losses to a Fund that exceed the original amount invested.
Risks Associated with Hedging Transactions . Several risks are 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. No guarantee exists that there will be a correlation between price movements in the hedging vehicle and in the Fund securities being hedged. In addition, significant differences may exist between the securities and futures markets that could result in an imperfect correlation between the markets, causing a given hedge not to achieve its objective. 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. 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.
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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 immediate right to acquire that security without additional cash consideration upon conversion or exchange of other securities held by the Fund (or, if additional cash consideration is required, cash or other assets determined to be liquid in such amount are segregated). 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 also is 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 short-term 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). No assurance exists, 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.
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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 a Funds books to meet the Funds immediate obligation. A 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.
Several risks are associated with transactions in options on securities and on indexes. For example, significant differences exist 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. Even a well-conceived transaction may be unsuccessful to some degree because of market behavior or unexpected events.
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 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 a 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.
No assurance exists that there will be a liquid market 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 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 options 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 a 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 Funds securities during the period the option was outstanding.
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Foreign Currency Transactions . Foreign currency transactions generally are used by the Funds to obtain foreign currencies to settle securities transactions. They also can 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 Funds 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. For more information about futures contracts generally, see Futures Contracts, Limitations on Use of Futures and Futures Options, Risks Associated with Futures and Options on Futures Generally, and Risks Associated with Hedging Transactions above.
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 Funds security that is denominated in the foreign currency. The success of this hedging strategy is highly uncertain due to the difficulties of predicting the values of foreign currencies, the challenges 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 Funds 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.
At the maturity of a currency or cross currency forward, a Fund may either exchange the currencies specified at the maturity of a forward contract or, prior to maturity, the Fund may
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enter into a closing transaction involving the purchase or sale of an offsetting contract. Closing transactions with respect to forward contracts are usually effected with the counterparty to the original forward contract. Some Forward Contracts do not provide for physical settlement of two currencies. Instead, these contracts are settled by a single cash payment calculated as the difference between the agreed upon exchange rate and the spot rate at settlement based upon an agreed upon notional amount (a non-deliverable forward). Under definitions adopted by the CFTC and the Securities and Exchange Commission, non-deliverable forwards are considered swaps. Although non-deliverable forwards have historically been traded in the over-the-counter (OTC) market, as swaps, they may in the future be required to be centrally cleared and traded on public facilities. For more information on central clearing and trading of cleared swaps, see the later discussion of Swap Agreements and Options on Swap Agreements.
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 Funds 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 Funds position, the Fund may forfeit the entire amount of the premium as well as incur related transaction costs.
Additional Risks of Derivatives Traded on Foreign Exchanges . Options on securities, futures contracts, and foreign currencies 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 Funds 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 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).
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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.
Swap agreements are contracts between a Fund and another party (the swap counterparty) involving the exchange of payments on specified terms over periods ranging from a few weeks to more than one year. A swap agreement may be negotiated bilaterally and traded over-the-counter between two parties (for an uncleared swap) or, in some instances, must be transacted through an FCM and cleared through a clearinghouse that serves as a central counterparty (for a cleared swap). As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and related regulatory developments, which have imposed comprehensive new regulatory requirements on swaps and swap market participants, certain categories of swaps, such as most types of standardized interest rate and credit default swap agreements, are now subject to mandatory central clearing, and some of these cleared swaps must be traded on an exchange or swap execution facility. It is expected that additional categories of swaps will in the future be designated as subject to mandatory clearing and exchange trading. Mandatory clearing and exchange-trading of additional swaps will occur on a phased-in basis based on the type of market participant, CFTC approval of contracts for central clearing and public trading facilities making such cleared swaps available to trade. Some categories of swaps may also be cleared and traded on exchanges on a voluntary basis. While the intent of these regulatory reforms requiring clearing and exchange trading for swaps is to mitigate counterparty risk and increase liquidity and transparency in the swaps markets, mandatory clearing and exchanged trading may increase trading costs and impose other risks.
In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) and/or cash flows 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 LIBOR 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
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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 Funds current obligations (or rights) under a swap agreement will 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 Funds current obligations under a swap agreement will be accrued daily (offset against any amounts owed to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by the segregation of assets determined to be liquid by the Adviser, to avoid any potential leveraging of the Funds portfolio. Obligations under swap agreements so covered will not be construed to be senior securities for purposes of the Funds investment restriction concerning senior securities. A Fund will not enter into an over-the-counter 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 Funds total assets.
Whether a Funds 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. Certain restrictions imposed on the Funds by the Code for qualification as a RIC may limit each Funds ability to use swap agreements.
Certain swaps may not be able to be disposed of in the ordinary course of business within seven days at approximately the value at which the Fund has valued them and, therefore, they may be considered to be illiquid. If a swap transaction is particularly large or if the relevant market is illiquid, a Fund may not be able to establish or liquidate a position at an advantageous time or price, which may result in significant losses. Moreover, in an uncleared swap the 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. In such an event, a Fund will have contractual remedies pursuant to the swap agreements, but bankruptcy and insolvency laws could affect the Funds rights as a creditor. The Funds will enter into uncleared swaps only with counterparties that meet certain standards of creditworthiness (generally, such counterparties would have to be eligible counterparties under the terms of a Funds repurchase agreement guidelines). However, in unusual or extreme market conditions, a counterpartys creditworthiness and ability to perform may deteriorate rapidly, and the availability of suitable replacement counterparties may become limited.
As noted above, certain types of swaps currently are, and more in the future will be, centrally cleared. Central clearing is designed to reduce counterparty credit risk and increase liquidity compared to uncleared swaps, but it does not eliminate those risks completely. Swaps that are centrally cleared
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are subject to the creditworthiness of the clearing organization involved in the transaction. For example, a Fund could lose margin payments it has deposited with its FCM as well as the net amount of gains not yet paid by the clearing organization if the FCM or clearing organization becomes insolvent or goes into bankruptcy. Credit risk of cleared swap participants is concentrated in a few clearinghouses, and the consequences of insolvency of a clearinghouse are not clear. In the event of bankruptcy of the clearing organization, a Fund may be entitled to the net amount of gains the Fund is entitled to receive plus the return of margin owed to it only in proportion to the amount received by the clearing organizations other customers, potentially resulting in losses to the Fund. Finally, the Funds are subject to the risk that, after entering into a cleared swap with an executing broker, no FCM or central counterparty is willing or able to clear the transaction. In such an event, a Fund may be required to break the trade and make an early termination payment to the executing broker.
Swaps that are subject to mandatory clearing are also required to be traded on swap execution facilities (SEFs), if any SEF makes the swap available to trade. An SEF is a trading platform where multiple market participants can execute swap transactions by accepting bids and offers made by multiple other participants on the platform. Transactions executed on an SEF may increase market transparency and liquidity but may require a Fund to incur increased expenses to access the same types of swaps that it has used in the past.
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.
The regulation of cleared and uncleared swaps, as well as other derivatives, is a rapidly changing area of law and is subject to modification by government and judicial action. In addition, the SEC, CFTC, and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the implementation or reduction of speculative position limits, the implementation of higher margin requirements, the establishment of daily price limits, and the suspension of trading. It is possible that developments in the swaps market, including government regulations, could affect a Funds ability to utilize swaps.
Structured Notes and Indexed Securities . 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 Funds portfolio in an effort to monitor the Funds 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
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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 Funds 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.
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 Funds 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.
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 bonds 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 Funds may invest:
Common Stocks are the most prevalent type of equity security. Common stockholders are entitled to the net value of the issuers earnings and assets after the issuer pays its creditors and any preferred stockholders. As a result, changes in an issuers 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.
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Master Limited Partnerships (MLPs) and Other Publicly Traded Partnerships are limited partnerships (or limited liability companies), the units of which are listed and traded on a securities exchange. The Funds may invest in publicly traded partnerships that are expected to be treated as qualified publicly traded 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 MLPs income regardless of whether any distributions are made by the MLP. Thus, if the distributions received by a Fund from an MLP are less than the Funds allocable share of the MLPs income, the Fund may be required to sell other securities so that it may satisfy the requirements to qualify as a RIC 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 also are 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 Funds investment in MLPs depends largely on the MLPs being treated as qualified publicly traded 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 could 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 Funds cash flow and there could be a material decrease in the value of the Funds shares. In addition, if an MLP in which a Fund invests does not qualify as a qualified publicly traded partnership (and is otherwise not taxed as a corporation), income derived by the Fund will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership that would be qualifying income if realized by the Fund. The receipt of non-qualifying income from such investments could jeopardize the Funds status as a RIC.
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.
Warrants provide an option to buy the issuers 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
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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 issuers 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 Funds 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 securitys 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 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.
Treasury Inflation-Protected Securities (TIPS). Obligations of the U.S. Treasury, commonly known as TIPS, (and comparable securities issued by governments of other countries) are inflation-protected obligations designed to provide inflation protection to investors. TIPS are income-generating instruments whose interest and principal payments are adjusted for inflation. The inflation adjustment is tied to the consumer price index (CPI), and TIPS principal payments are adjusted according to changes in the CPI. As inflation rises, both the principal value and the interest payments increase, which can provide investors with a hedge against inflation, as it helps preserve the purchasing power of an investment. Because of this inflation adjustment feature, inflation-protected bonds typically have lower yields than conventional fixed-rate bonds.
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
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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 issuers revenue is earned outside of the United States and whether an issuers principal business operations are located outside of the United States.
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. Less government supervision and regulation exist 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, economic expansion or contraction, and global or regional political, economic, or banking crises. Furthermore, the risk exists 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, less publicly available information on such foreign issuers may be available than 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,
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general market conditions and prices and yields of certain of the securities in a Funds 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.
Participatory Notes , which are a type of equity access product, are structured as unsecured and unsubordinated debt securities designed to replicate exposure to the underlying referenced equity investment and are sold by a bank or a broker-dealer in markets where the Funds are restricted from directly purchasing equity securities. The Funds may tender a participatory note for cash payment in an amount that reflects the current market value of the referenced underlying equity investments, reduced by program fees. Participatory notes involve risks that are in addition to the risks normally associated with a direct investment in the underlying equity securities. The issuer of a participatory note may be unable or may refuse to perform under the terms of the participatory note. While the holder of a participatory note is entitled to receive from the issuing bank or broker-dealer any dividends or other distributions paid on the underlying securities, the holder is not entitled to the same rights as an owner of the underlying securities, such as voting rights. Participatory notes are also not traded on exchanges, are privately issued, and may be illiquid. To the extent a participatory note is determined to be illiquid, it would be subject to the Funds limitations on investments in illiquid securities. There can be no assurance that the trading price or value of participatory notes will equal the value of the underlying equity securities they seek to replicate.
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 companys 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.
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 issuers capacity to pay interest and repay principal. The special risk considerations in connection with investments in these securities are discussed below. Refer to Appendix A of this SAI for a discussion of securities ratings.
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
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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 Funds 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 yield and 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 Advisers 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 issuers sensitivity to economic conditions, its operating history, and the current trend of earnings. The Adviser continually monitors the investments of the Funds that it advises 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. Such securities are 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 also may 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.
Initial Public Offerings. A Fund may invest in securities of companies in initial public offerings (IPOs). IPOs of securities issued by unseasoned companies with little or no operating history
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are risky and their prices are highly volatile, but they can result in very large gains in their initial trading. Attractive IPOs are often oversubscribed and may not be available to a Fund, or only in very limited quantities. Thus, when a Funds size is smaller, any gains from IPOs will have an exaggerated impact on the Funds reported performance than when the Fund is larger. A Fund may engage in short-term trading in connection with its IPO investments, which could produce higher trading costs and adverse tax consequences. There can be no assurance that a Fund will have favorable IPO investment opportunities.
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. A 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 may lend their portfolio securities through BMO Harris Bank, as agent.
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 a Fund to a level of risk that exceeds the amount invested. Changes in the value of such an investment magnify a Funds 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 securities subject to federal alternative minimum tax (AMT) and taxable securities. Tax-exempt securities are generally classified by their source of payment. The ability of a governmental issuer to make payments on its municipal obligations can be adversely affected by factors such as budget shortfalls, weak economic conditions, and reduced levels of aid to governments. Other uncertainties applicable to municipal securities may include legislation or litigation that changes the taxation of municipal securities or the rights of municipal security holders in the event of bankruptcy. Certain provisions of the U.S. Bankruptcy Code governing such bankruptcies are unclear, and the application of state law to municipal security issuers could provide varying results among the states or among the municipal security issuers within a state. These uncertainties could have a significant impact on the prices of the municipal securities in which a Fund invests.
General Obligation Bonds are supported by the issuers full faith and credit. The issuer must levy and collect taxes sufficient to pay principal and interest on the bonds. However, the issuers authority to levy additional taxes may be limited by its charter or state law.
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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 municipalitys 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 companys 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 AMT. The Funds may invest in bonds subject to the federal AMT.
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; |
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| 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. The 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 Funds 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 termination of the lease; (10) the lessees 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 Funds demand. For purposes of determining a Funds 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.
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
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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 Funds 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 instruments 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. However, entering into reverse repurchase agreements may expose a Fund to leverage risks (see Leverage Risks).
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.
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 companys 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, including affiliated BMO Funds and exchange-traded funds, 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 Funds 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 Funds 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.
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Sovereign Debt. The Funds 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 entitys 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 debtors 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 debtors 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 countrys trading partners, or political changes in those countries, could also adversely affect its exports. Such events could diminish a countrys 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 countrys 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 countrys 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.
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
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arrangements or by certain other factors referred to below. Furthermore, some of the participants in the secondary market for sovereign debt also may 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 countrys 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 years 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.
Temporary Investments. There may be times when market conditions warrant a defensive position. During these market conditions, each Fund may temporarily invest without limit in short-term debt obligations (money market instruments). These investments may include commercial paper, bank
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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. Treasurys 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 Funds 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 in which the Funds may invest 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. An investment in zero coupon securities may cause a Fund to recognize income and make required distributions to shareholders before it receives any cash payments on its investment. A Fund may have
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to dispose of its portfolio investments under disadvantageous circumstances to generate sufficient cash to satisfy the distribution requirements for maintaining the Funds status as an RIC.
Short Sales. The Funds, including any underlying funds in which the Funds may invest, may sell securities, including shares of exchange-traded funds, short in anticipation of a decline in the market value of the securities. When a Fund sells a security short, the Fund does not own the security and must borrow the security to make delivery to the buyer. The Fund must then replace the borrowed security by purchasing it at the market price at the time of replacement, which may be more or less than the price at which the Fund sold the security. Any potential gain is limited to the price at which the Fund sold the security short, and any potential loss is unlimited in size. Until the Fund closes its short position or replaces the borrowed security, the Fund will designate liquid assets it owns (other than the short sale proceeds) as segregated assets in an amount equal to its obligation to purchase the securities sold short, as required by the 1940 Act. Depending on arrangements made with the broker or custodian, the Fund may not receive any payments (including interest) on collateral deposited with the broker or custodian.
Portfolio Turnover. A Funds 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 a Fund and its shareholders. High portfolio turnover may result in the realization of substantial capital gains, including short-term capital gains taxable to shareholders at ordinary income rates.
NON-FUNDAMENTAL INVESTMENT OBJECTIVES
The investment objective of each Fund shown below may be changed by the Board without shareholder approval.
| BMO Disciplined International Equity Fund: to provide capital appreciation. |
| BMO Global Long/Short Equity Fund: to provide capital appreciation. |
INVESTMENT POLICIES AND LIMITATIONS
With respect to each Funds investment policies and limitations, including the Funds 15% illiquid securities limitation, 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 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 Funds 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.
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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.
The 1940 Act permits the Funds to enter into options, futures contracts, forward contracts, repurchase agreements and reverse repurchase agreements provided that these types of transactions are covered in accordance with SEC positions. Under SEC staff interpretations of the 1940 Act, such derivative transactions will not be deemed senior securities if a Fund segregates assets or otherwise covers its obligation to limit the Funds risk of loss, such as through offsetting positions.
Under the 1940 Act, in addition to borrowing from banks, a Fund may borrow from other persons an additional amount not exceeding 5% of its total assets for temporary purposes.
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 Funds 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 Funds investment goal, policies, and limitations.
Investing in Commodities
A Fund will not purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments, and provided that this restriction does not prevent the Fund from (i) purchasing or selling securities or instruments of companies that purchase or sell commodities or that invest in commodities; (ii) engaging in any transaction involving currencies, options, forwards, futures contracts, options on futures contracts, swaps, hybrid instruments or other derivatives; or (iii) investing in securities, or transacting in other instruments, that are linked to or secured by physical or other 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.
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Concentration of Investments
A Fund will not invest 25% or more of its total assets in any one industry or industries, except as permitted by the SEC. However, investing in U.S. government securities 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.
Non-Fundamental Limitations
The following investment limitation is non-fundamental and, therefore, may be changed by the Board without shareholder approval. Shareholders will be notified before any material change in this limitation becomes effective.
Investing in Illiquid and Restricted Securities
A Fund will not invest more than 15% of the value of its net assets in illiquid securities.
Investing in Securities of Other Investment Companies
Each Fund will limit its investment in other investment companies, including investment companies that may be affiliated with the adviser, 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 the open market transactions involving only customary brokers commissions. However, these limitations are not applicable if the securities are acquired in a merger, consolidation, reorganization, or acquisition of assets.
Each Fund may invest in shares of other investment companies to the extent permitted under the 1940 Act, including the rules and regulations and any exemptive orders obtained thereunder, provided however, that if the Fund has knowledge that its shares are purchased by another investment company relying on Section 12(d)(1)(G) of the 1940 Act the Fund will not acquire any securities of registered open-end management investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.
Each Fund is a party to a fund of funds exemptive order received from the SEC on June 25, 2014 that permits each Fund to invest in securities issued by other investment companies in amounts exceeding the statutory limits set forth in the 1940 Act that would otherwise be applicable. The exemptive order requires the Board, before approving any advisory contract, to make a determination the fees charged under such advisory contract are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract(s) of any underlying fund in which a Fund invests pursuant to the order.
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Portfolio securities of the 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; |
| 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; |
| 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; |
| fixed income securities that are not exchange traded are valued 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,
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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. 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 and it is possible that the fair value determined for a security is materially different than the value that would be realized upon the sale of that security and the differences may be material to the NAV of the respective Fund or the financial statements presented.
Securities held in the Funds may be listed on foreign exchanges that do not value their listed securities at the same time a Fund calculates its NAV. Most foreign markets close well before a 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 have occurred in the interim.
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 Funds have retained an independent fair value pricing service to assist in fair valuing foreign securities. The service utilizes statistical data based on historical performance of securities, markets, and other data in developing factors used to estimate a fair value.
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 also may 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 Funds value for a security may be different from the last sale price (or the latest bid price).
Except under certain circumstances described in the Prospectus, shares of each class of the Funds are sold at their NAVs (plus any applicable sales charge) on days the NYSE is open for business.
The procedure for purchasing shares is explained in the Prospectus under How to Buy Shares.
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BMO Investment Distributors, LLC (BID), 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 Fund, BID offers the Funds shares on a continuous, best-efforts basis. BID is an affiliate of the Adviser and BMO Harris Bank.
Sales Charge Reallowance (Class A Only)
Sales of Class A shares are subject to a front-end sales charge, which may be reallowed, as a sales commission, to broker/dealers, investment professionals, or financial institutions (Authorized Dealers) of record as a percentage of the purchase price. Typically, the Authorized Dealers of record will receive the following amount from the sales charge on such sales:
Purchase Amount |
Sales Charge as a
% of Public Offering Price* |
Sales Charge as a
% of NAV |
Typical Dealer
Concession as a % of Public Offering Price |
|||
Under $50,000 |
5.00% | 5.26% | 5.00% | |||
$50,000 - $99,999 |
4.00% | 4.17% | 4.00% | |||
$100,000 - $249,999 |
3.25% | 3.36% | 3.25% | |||
$250,000 - $499,999 |
2.50% | 2.56% | 2.50% | |||
$500,000 - $999,999 |
1.75% | 1.78% | 1.75% | |||
$1,000,000 - $4,999,999 |
0.00% | 0.00% | 1.00% | |||
$5,000,000 - $9,999,999 |
0.00% | 0.00% | 0.75% | |||
$10,000,000 - $49,999,999 |
0.00% | 0.00% | 0.50% | |||
$50,000,000 and above |
0.00% | 0.00% | 0.25% |
*For purchases of $1,000,000 and above, a Contingent Deferred Sales Charge (CDSC) of 1.00% will apply to shares redeemed within 18 months of purchase.
Some or all of the sales charges may be paid as concessions to Authorized Dealers, as that term is defined under How Do I Purchase Shares? in the Funds Prospectus. BID may retain a portion of the sales charge for sales and support services. BID and Authorized Dealers may choose to waive sales charges. BID receives a fee for paying agent services from the Adviser.
12b-1 Plan
The Corporation has adopted a compensation-type distribution plan pursuant to Rule 12b-1 under the 1940 Act (the Plan) for the Class A and Class R3 shares only. The Plan is designed to stimulate brokers, dealers, and administrators to provide distribution and/or administrative support services to holders of the Class A and Class R3 shares. The Plan authorizes payments by the Class A and Class R3 shares for these services. The Plan provides that the Distributor shall act as the distributor of Class A and Class R3 shares, and it permits the payment of fees to brokers (including BMO Harris Financial Advisors (member FINRA/SIPC), an affiliate of the Adviser), dealers, and administrators (including BMO Harris Bank, an affiliate of the Adviser) for distribution and/or administrative services, including recordkeeping. These services are to be provided by representatives who have
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knowledge of the shareholders particular circumstances and goals, and include, but are not limited to: (1) providing incentives to brokers and dealers to sell shares and to provide administrative support services to the Funds and their shareholders; (2) compensating other participating financial institutions and other financial intermediaries for providing administrative and other support services to the Funds and their shareholders; (3) paying for the costs incurred in conjunction with advertising and marketing of shares to include expenses of preparing, printing, and distributing prospectuses and sales literature to prospective shareholders, brokers, dealers, financial institutions, or financial intermediaries; and (4) other costs incurred in the implementation and operation of the Rule 12b-1 Plan.
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 Class A and Class R3 shares by having them rapidly invested in the applicable Fund with a minimum of delay and administrative detail; and (3) an efficient and reliable records system for holders of Class A and Class R3 shares and prompt responses to shareholder requests and inquiries concerning their accounts.
Rights of Accumulation (Class A Shares Only)
As described in the Prospectus, larger purchases of Class A shares reduce or eliminate the sales charge paid. For example, the Funds will combine all of Class A shares purchases made on the same day by the investor, the investors spouse, and the investors children under age 21 when they calculate the sales charge. In addition, the sales charge, if applicable, is reduced for purchases may at one time by a trustee or fiduciary for a single trust estate or single fiduciary account.
If additional Class A shares are purchased, the Funds will consider the previous purchase still invested in the Funds. For example, if a shareholder already owns the Class A shares of Disciplined International Equity Fund having a current value of $40,000 and he or she purchases $10,000 of additional shares, the sales charge on the additional purchases according to the schedule now in effect would be 4.00%, not 5.00% (see How to Buy SharesSales ChargeDisciplined International Equity Fund and Global Long/Short Equity Fund in the Prospectus).
The Funds also will consider purchases of shares of certain other mutual funds held at BMO Harris Financial Advisors. For example, if a shareholder purchases shares of a certain mutual fund having a current value of $40,000 and then purchases the Class A shares of a Fund having a current value of $10,000, the shareholder would receive a reduced sales charge on the $10,000 Class A shares purchase based on the other mutual funds reduced sales charge schedule applicable to a $50,000 investment in such funds shares.
To receive the sales charge reduction, BMO Harris Financial Advisors must be notified by the shareholder in writing or by his or her investment professional or financial institution at the time the purchase is made that the Class A shares are already owned or that purchases are being combined. The Funds will reduce or eliminate the sales charge after they confirm the purchases.
Concurrent Purchases (Class A Shares Only)
Shareholders have the privilege of combining concurrent purchases of the Class A shares of two or more BMO Funds in calculating the applicable sales charge.
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To receive a sales charge reduction or elimination, BID must be notified by the shareholder in writing or by his or her investment professional or financial institution at the time the concurrent purchases are made. The Funds will reduce or eliminate the sales charge after they confirm the purchases. Shareholders should retain records of their purchases for this purpose and may be required to provide supporting documentation to BID.
Letter of Intent (Class A Shares Only)
A shareholder may sign a letter of intent committing to purchase a certain amount of a Funds Class A shares within a 13-month period in order to combine such purchases in calculating the applicable sales charge. The Funds custodian will hold shares in escrow equal to the maximum applicable sales charge. If the shareholder completes the commitment, the escrowed shares will be released to his or her account. If the commitment is not completed within 13 months, the custodian will redeem an appropriate number of escrowed shares to pay for the applicable sales charge.
While this letter of intent will not obligate the shareholder to purchase Class A shares, each purchase during the period will be at the sales charge applicable to the total amount intended to be purchased. At the time a letter of intent is established, current balances in accounts in any Class A shares of any Fund will be aggregated to provide a purchase credit towards fulfillment of the letter of intent. The letter may be dated as of a prior date to include any purchase may within the past 90 days. Prior trade prices will not be adjusted.
Reinvestment Privilege
The reinvestment privilege is available for all shares of the Funds within the same share class. The Class A shareholders who redeem from a Fund may reinvest the redemption proceeds back into the Funds Class A shares at the next determined NAV without any sales charge. The original shares must have been subject to a sales charge and the reinvestment must be within 90 days.
In addition, if shares were reinvested through an investment professional or financial institution, the investment professional or financial institution would not be entitled to an advanced payment from BMO Harris Financial Advisors on the reinvested shares, if otherwise applicable. BMO Harris Financial Advisors must be notified by the shareholder in writing or by his/her investment professional or financial institution of the reinvestment in order to eliminate a sales charge. If a shareholder redeems shares in a Fund, there may be federal income tax consequences.
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 taxable sale of a shareholders 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 Funds portfolio securities.
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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 Funds 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.
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 a 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 Corporations shares of common stock voting for the election of directors can elect the entire Board, and, in such event, the holders of the Corporations 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 Corporations 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 Corporations outstanding voting shares.
The shares are redeemable and transferable. All shares issued and sold by the Corporation will be fully paid and non-assessable.
Control Persons and Principal Shareholders
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. Any
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person who beneficially owns more than 5% of the outstanding shares of a Fund or a class may be considered a principal shareholder of such Fund or class.
Information regarding control persons and principal shareholders of the Funds is not provided because the Funds were not offered for sale prior to the date of this SAI. As of the date of this SAI, the current officers and directors of the Corporation did not own any shares of the Funds.
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 intends to qualify and elect to be treated and qualify each year as a RIC under Subchapter M of the Code. In order to so qualify, each Fund must, among other things, (i) derive at least 90% of its gross income from qualifying income, which includes dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock, 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 investment company 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 Funds 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.
Some Fund investments may produce income that will not constitute qualifying income for the purposes of this annual gross income requirement. Although foreign currency gains currently constitute qualifying income, the U.S. Treasury Department has the authority to issue regulations excluding from the definition of qualifying income a RICs foreign currency gains not directly related to its principal business of investing in stock or securities (or options and futures with respect thereto). If any such regulations are issued, such regulations could treat gains from some of the Funds foreign currency-denominated positions as non-qualifying income, and there is a remote possibility that such regulations could be applied retroactively, in which case the Fund might not qualify as a RIC for one or more years. There can be no assurance that the Fund will satisfy all requirements to be taxed as a RIC.
To the extent that a Fund qualifies for treatment as a RIC, it will not be subject to federal income tax on income paid to shareholders in the form of distributions of investment company taxable income or net capital gain. In the event a Fund fails to qualify as a RIC 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 its taxable net income and gains, and any distributions that the Fund makes would not be deductible by the Fund. This would
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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 Corporations 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 make distributions 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 Funds 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.
A Funds 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 Funds 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 maintaining the Funds status as a RIC and avoiding federal income and excise taxes. The Funds will monitor their transactions, make the
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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 RIC, 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 Funds 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 RIC 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 Funds 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 Funds 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 RIC 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 Funds shareholders as long as the Fund and the other investment company each qualify as a RIC. However, to the extent that another investment company that qualifies as a RIC 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 gain 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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The Funds 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 RIC must derive at least 90% of its gross income. However, no more than 25% of the value of a RICs 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 include in its taxable income its allocable share of the MLPs income regardless of whether the Fund receives any distribution from the MLP. Thus, the Fund may be required to sell other securities or may have to use leverage, in order to satisfy the distribution requirements to qualify as a RIC and to avoid federal income and excise taxes. In addition, if an MLP in which a Fund invests does not qualify as a qualified publicly traded partnership (and is otherwise not taxed as a corporation), income derived by the Fund will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership that would be qualifying income if realized by the Fund. The receipt of non-qualifying income from such investments could jeopardize a Funds status as a RIC. 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 Funds basis in its interest in the MLP. If a Funds basis is reduced to zero, distributions in excess of basis 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 may increase or decrease the amount of a Funds investment company taxable income to be distributed to its shareholders.
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 a Fund 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
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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 PFICs 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 Funds 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 circumstances, incur nondeductible interest charges. A Funds intention to qualify annually as a RIC 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
Shareholders will be subject to federal income tax on distributions made by the Fund whether received in cash or additional shares of the Funds, unless the shareholder is investing through a tax-deferred arrangement such as an IRA or a 401(k) plan. Distributions of investment company taxable income (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 (for non-corporate shareholders, currently taxed at a maximum rate of 39.6%). However, for non-corporate shareholders, the portion 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 long-term 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 at long-term capital gain rates (for non-corporate shareholders, currently taxed at a maximum rate of 20%), without regard to how long a shareholder has held shares of a Fund. A portion of a Funds distributions of investment company taxable income may qualify in part for the 70% dividends received deduction available to corporate shareholders to the extent that the Fund receives dividend income directly or indirectly from U.S. corporations and reports the amount distributed as eligible for the deduction, 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.
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 Funds shares. A
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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, fewer than 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.
In addition to the regular federal income tax, certain individuals, trusts, and estates may be subject to a Medicare tax of 3.8%. For individual taxpayers, the Medicare tax is imposed on the lesser of (i) a taxpayers investment income, net of deductions properly allocable to such income, or (ii) the amount by which the taxpayers modified adjusted gross income exceeds certain thresholds ($250,000 for married individuals filing jointly, $200,000 for unmarried individuals, and $125,000 for married individuals filing separately). A Funds distributions are includable in a shareholders investment income for purposes of this Medicare tax. In addition, any capital gain realized on the sale, redemption, or exchange of Fund shares is includable in a shareholders investment income for purposes of this Medicare tax.
To the extent a Fund is unable to use its capital losses in a given taxable year, it may be entitled to carry forward the capital loss, which may reduce the taxable capital gain that the Fund would realize and on which the shareholder would be subject to federal income tax in the future. Any capital loss carried forward by a Fund will generally retain its character as short-term or long-term and may be carried forward indefinitely.
Distributions declared by a Fund during October, November, or December to shareholders of record 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 or deemed to be 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 same Fund (whether through the automatic reinvestment of distributions or otherwise) within a 61-day period beginning 30 days before and ending 30 days after the shareholders sale, redemption, or exchange of the shares. In such case, the shareholders 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.
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If shares that were purchased subject to a sales charge are exchanged for shares of a different BMO Fund before the 91st day after the date on which such shares were acquired, the lesser of (i) the sales charge incurred on the exchanged shares or (ii) the sales charge waived on the reinvested shares is added to the basis of the reinvested shares and is not included in the basis of the exchanged shares.
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.
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 Funds total assets at the close of its taxable year consists of stock or securities of foreign corporations, or if more than 50% of the value of a Funds total assets at the close of each quarter of its taxable year consists of interests in other regulated investment companies, such Fund will be eligible to elect to pass through to the Funds 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. If a Fund is eligible to make this election, each shareholder will be notified after the close of the Funds taxable year whether the foreign taxes paid by the Fund will pass through for that year.
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 income 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 and on sales, exchanges or 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.
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 backup withholding, the Fund is required by federal law to withhold federal income tax from all distributions and redemption
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proceeds paid to the shareholder at the rate set forth in the Code. Amounts withheld may be applied to the shareholders 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).
Under the Foreign Account Tax Compliance Act (FATCA), a Fund may be required to withhold a generally non-refundable 30% tax on distributions of (i) investment company taxable income and (ii) distributions of net capital gain and the gross proceeds of a sale, redemption, or exchange of Fund shares paid after December 31, 2016 to (i) certain foreign financial institutions unless such foreign financial institution agrees to verify, monitor, and report to the IRS the identity of certain of its accountholders, among other things (or unless such entity is deemed compliant pursuant to the terms of an intergovernmental agreement between the U.S. and the entitys country of residence), and (ii) certain non-financial foreign entities unless such entity certifies to the Fund that it does not have any substantial U.S. owners or provides the name, address, and taxpayer identification number of each substantial U.S. owner, among other things. This FATCA withholding tax could also affect a Funds return on its investments in foreign stocks or securities or affect a shareholders return if the shareholder holds its Fund shares through a foreign intermediary. You are urged to consult your tax adviser regarding the application of this FATCA withholding tax to your investment in a Fund and the potential certification, compliance, due diligence, reporting, and withholding obligations to which you may become subject in order to avoid this withholding tax.
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.
Cost Basis Reporting
Each Fund is required to report to certain shareholders and the IRS the cost basis of shares acquired on or after January 1, 2012 (covered shares) when such shareholders sell, redeem, or exchange such shares. These requirements do not apply to shares held through a tax-deferred arrangement, such as a 401(k) plan or an IRA, or to shares held by tax-exempt organizations, financial institutions, corporations (other than S corporations), banks, credit unions, and certain other entities and governmental bodies. The Funds are not required to determine or report your cost basis in non-covered shares and are not responsible for the accuracy or reliability of any information provided for non-covered shares.
The cost basis of a share is generally its purchase price adjusted for distributions, returns of capital, and other corporate actions. Cost basis is used to determine whether the sale, redemption, or exchange of a share results in a capital gain or loss. If you sell, redeem, or exchange covered shares during any year, the Fund will report the gain or loss, cost basis, and holding period of such covered shares to you and the IRS on an applicable Form 1099.
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A cost basis method is the method by which a Fund determines which specific covered shares are deemed to be sold, redeemed, or exchanged when you sell, redeem, or exchange less than your entire position in the Fund and have made multiple purchases of Fund shares on different dates at differing net asset values. If you do not affirmatively elect a cost basis method, each Fund will use the average cost method, which averages the basis of all Fund shares in your account regardless of holding period, and covered shares sold, exchanged, or redeemed are deemed to be those with the longest holding period first. You may elect in writing (and not over the telephone) any alternate IRS-approved cost basis method to calculate the cost basis in your covered shares. The default cost basis method applied by a Fund or the alternate method elected by you may not be changed after the settlement date of a sale of Fund shares.
If you hold Fund shares through a broker or another nominee, please contact that broker or nominee with respect to the reporting of cost basis and available elections for your account.
You are encouraged to consult with your tax adviser regarding the application of these cost basis reporting rules and, in particular, which cost basis calculation method you should elect.
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. 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 45 separate portfolios or funds. The information in the following table is as of August 31, 2014 unless otherwise indicated.
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INTERESTED DIRECTORS
Name and Age |
Position(s) Held
|
Term of Office
|
Principal
|
Number of
Portfolios in Fund Complex Overseen by Director (2) |
Other
Directorships Held by Director |
|||||
John M. Blaser (3) Age: 57 |
Director and President | Since May 1999 | Managing Director of the Adviser, since June 2012; Vice President of the Adviser, from 1998 to 2012. | 46 | None | |||||
Christopher B. Begy (3) Age: 60 |
Director | Since August 2013 | President, CEO and a Director of BMO Financial Corp. and U.S. Country Head, since August 2013; Chair, BMO Harris Bank N.A., since August 2013; Director of the Adviser, since August 2013; Chief Auditor of BMO Financial Group, from 2001 to 2013. | 46 | None |
(1) | 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. |
(2) | The information in this column is as of the date of this SAI. |
(3) | Mr. Blaser is an interested person of the Corporation (as defined in the 1940 Act) due to the positions that he holds with the Corporation and the Adviser. Mr. Begy is an interested person of the Corporation due to the positions that he holds with the Adviser and BMO. |
INDEPENDENT DIRECTORS
Name and Age |
Position(s) Held
|
Term of Office
|
Principal Occupation(s)
|
Number of
Portfolios in Fund Complex Overseen by Director (2) |
Other
Directorships Held by Director |
|||||
Larry D. Armel Age: 72 |
Independent Director | Since September 2006 | Retired; formerly, Chairman, Gold Bank Funds, from 2002 to 2005. | 46 | None |
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Name and Age |
Position(s) Held
|
Term of Office
|
Principal
Occupation(s)
|
Number of
Portfolios in Fund Complex Overseen by Director (2) |
Other
Directorships Held by Director |
|||||
Ridge A. Braunschweig Age: 61 |
Independent Director | Since October 2009 | President and Chief Executive Officer, CPL Industries, Inc. (a manufacturing holding company prior to May 2009 and a family office, since May 2009), since January 2012; Executive Vice President and Chief Financial Officer, CPL Industries, Inc., from 2000 to 2012. | 46 | None | |||||
Benjamin M. Cutler Age: 69 |
Independent Director | Since July 2004 | Chairman, CEO and President, USHEALTH Group, Inc. (a health insurance company), since September 2004. | 46 | None | |||||
John A. Lubs Age: 66 |
Independent Director | Since July 2004 | Retired; formerly, Vice Chairman, Mason Companies, Inc. (a footwear distributor), from 2004 to 2010 and Chief Operating Officer, from 2003 to 2010. | 46 | None | |||||
James Mitchell Age: 67 |
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 to 2007. | 46 | None |
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Name and Age |
Position(s) Held
|
Term of Office
|
Principal Occupation(s)
|
Number of
Portfolios in Fund Complex Overseen by Director (2) |
Other
Directorships Held by Director |
|||||
Barbara J. Pope Age: 66 |
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. | 46 | None |
(1) | 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. |
(2) | The information in this column is as of the date of this SAI. |
Some of the independent directors, personally or through business relationships, have banking, investment management, custodial, or borrowing relationships with BMO Harris Bank 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 August 31, 2014 unless otherwise indicated.
PRINCIPAL OFFICERS
Name and Age |
Position(s)
|
Term of Office and
|
Principal
|
|||
Timothy M. Bonin Age: 41 |
Chief Financial Officer and Treasurer | Elected by the Board annually; since February 2006 | Vice President of the Adviser, since February 2006. | |||
John D. Boritzke Age: 58 |
Vice President | Elected by the Board annually; since October 2001 | Managing Director of the Adviser since 2012; Vice President of BMO Harris Bank, (1) since 2008; Senior Vice President of the Adviser, 2008 to 2012; Vice President of the Adviser and BMO Harris Bank, 1993 to 2008. |
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Name and Age |
Position(s)
|
Term of Office and
|
Principal
|
|||
Stephen R. Oliver Age: 63 |
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 | Vice President of BMO Harris Bank (formerly Marshall and Ilsley Trust Company), since March 2006; (1) Vice President of BMO Investment Distributors, LLC (formerly M&I Distributors, LLC), since 2007. | |||
Michele L. Racadio Age: 39 |
Secretary | Elected by the Board annually; since November 2012 | Senior Counsel and Vice President of BMO Harris Bank, since 2012; Associate, Godfrey & Kahn, S.C., 2006 to 2012. |
(1) | Effective September 1, 2012, Marshall and Ilsley Trust Company (M&I Trust) merged into BMO Harris Bank. |
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, 2014, the Board held six 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 or an independent lead director. 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 BMO Funds overseen by the Board, and the nature of the BMO Funds investments.
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, 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, 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 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
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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 Funds 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 and 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 (Chair), Cutler, Lubs, and Mitchell and Ms. Pope currently serve as members of the Audit Committee. During the fiscal year ended August 31, 2014, the Audit Committee held two meetings.
The Nominating and Governance Committee oversees the administration of the Corporations 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 Corporations 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, 2014, the Nominating and Governance Committee did not meet.
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 Funds 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.
Director Experience and Qualifications
Following is a brief discussion of the experiences and qualifications that led to the conclusion that, as of the date of this SAI, each current Board member should serve as a director of the Corporation. Generally, each directors 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 mutual 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.
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The Board considered that Mr. Blaser has served as a director and President of the Corporation since 1999 and Managing Director of the Adviser since June 2012. He also served as Vice President of the Adviser from 1998 to 2012. 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. Blasers position with the Adviser, he is involved in the day-to-day management of the Adviser and the Corporation.
The Board considered that Mr. Begy has served as President and Chief Executive Officer of BMO Financial Corporation and U.S. Country Head of BMO Financial Group since 2013. He also served as Chief Auditor of BMO Financial Group from 2001 to 2013 and in other executive positions with BMO Financial Group from 1989 to 2001, including Corporate Controller, Senior Vice President, Chief Accountant and Vice President. Mr. Begy joined BMO Financial Group in 1987 after holding a variety of roles with the accounting firm Coopers and Lybrand (subsequently merged with the accounting firm Price Waterhouse to form PwC). The Board considered that Mr. Begy is a chartered accountant and a Fellow of The Institute of Chartered Accountants and has contributed extensively to national and international organizations responsible for setting accounting and auditing standards. The Board considered the audit, executive, financial, investment and operations experience that Mr. Begy gained over the course of his career and through his financial industry experience.
The Board considered that Mr. Braunschweig has served as a director of the Corporation since 2009 and that he serves as chair of the Audit Committee. The Board considered his professional experience serving in various executive positions with CPL Industries, Inc. and his auditing experience. The Board also considered Mr. Braunschweigs 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 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.
The Board considered that Ms. Pope has served as a director of the Corporation since 1999. The Board considered her professional experience serving as President of Barbara J. Pope, P.C. and
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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 year 2014, each independent director was paid an aggregate retainer of $80,000. 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, 2014.
Name |
Aggregate
Compensation from the Corporation (1) |
Total Compensation
from the Corporation and Fund Complex Paid to Directors (1) |
||||||
Larry D. Armel |
$ | 77,500 | $ | 80,000 | ||||
Ridge A. Braunschweig |
$ | 77,500 | $ | 80,000 | ||||
Benjamin M. Cutler |
$ | 77,500 | $ | 80,000 | ||||
John A. Lubs |
$ | 77,500 | $ | 80,000 | ||||
James Mitchell |
$ | 77,500 | $ | 80,000 | ||||
Barbara J. Pope |
$ | 77,500 | $ | 80,000 |
(1) | The BMO Funds Complex currently offers 46 funds, including the BMO LGM Frontier Markets Equity Fund, a closed-end management investment company. Each series of the Corporation pays an equal portion of the total compensation received by each independent director, adjusted based on each BMO Funds inception date. As of the date of this SAI, the Funds had not commenced operations and, therefore, did not pay any share of the total annual fees paid to the Independent Directors. |
Board Ownership of Shares in the Funds and in the BMO Funds Family as of December 31, 2014.
Name of Director |
Dollar Range of
Shares Owned in the Disciplined International Equity Fund |
Dollar Range of
Long/Short
|
Aggregate Dollar
Range of Shares Owned in BMO Funds |
|||
Larry D. Armel Independent Director |
None | None | over $100,000 | |||
John M. Blaser Interested Director |
None | None | over $100,000 | |||
Ridge A. Braunschweig Independent Director |
None | None | over $100,000 | |||
Benjamin M. Cutler Independent Director |
None | None | over $100,000 |
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Name of Director |
Dollar Range of
Shares Owned in the Disciplined International Equity Fund |
Dollar Range of
Long/Short
|
Aggregate Dollar
Range of Shares Owned in BMO Funds |
|||
John A. Lubs Independent Director |
None | None | over $100,000 | |||
James Mitchell Independent Director |
None | None | over $100,000 | |||
Barbara J. Pope Independent Director |
None | None | over $100,000 | |||
Christopher Begy Interested Director |
None | None | None |
As of December 31, 2014, no independent director of the Funds, or any immediate family member of such director, had any direct or indirect interest in (i) the Adviser or the Distributor or (ii) any person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with the Adviser or Distributor.
Adviser to the Funds
The Funds investment adviser is BMO Asset Management Corp., a Delaware corporation headquartered in Chicago, Illinois. Effective June 1, 2012, as part of an internal restructuring, M&I Investment Management Corp., a wholly-owned subsidiary of BMO Financial Corp. (BFC), a financial services company, merged with and into Harris Investment Management, Inc., another wholly-owned subsidiary of BFC, and the combined entity, a wholly-owned subsidiary of BFC, was renamed BMO Asset Management Corp. BFC is an indirect wholly-owned subsidiary of Bank of Montreal, a Canadian bank holding company. Prior to June 1, 2012, M&I Investment Management Corp. served as the BMO Funds investment adviser. The Adviser conducts investment research and makes investment decisions for the Funds. 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 Advisers 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 Advisers 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, the Disciplined International Equity Fund and Global Long/Short Equity Fund pay the Adviser, on a monthly basis, an annual management fee based on the percentage of the average daily net assets of the Fund (ADNA) equal to 0.60%, and 1.00%, respectively.
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The Fund and the Adviser have implemented a fee reduction schedule for the investment advisory fees charged to the Funds. The advisory fees are subject to the breakpoints listed in the following tables:
Advisory Fee (as a % of the Funds ADNA) | ||||||||||||
Fund |
on the first
|
on the next
|
in excess of
|
|||||||||
Disciplined International Equity |
0.60 | % | 0.575 | % | 0.55 | % | ||||||
Advisory Fee (as a % of the Funds ADNA) | ||||||||||||
Fund |
on the first
|
on the next
|
in excess of
|
|||||||||
Global Long/Short Equity |
1.00 | % | 0.975 | % | 0.95 | % |
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 Acquired Fund Fees and Expenses, 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 Funds business for the Disciplined International Equity Fund and excluding dividend and interest expenses, Acquired Fund Fees and Expenses, 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 Funds business for the Global Long/Short Equity Fund ) from exceeding the percentage of the average daily net assets of each class of the Funds (the Expense Limit), as set forth below. The Adviser may not terminate this arrangement prior to December 31, 2016 without the consent of the Funds Board of Directors unless terminated due to the termination of the investment advisory agreement.
Fund |
Expense Limit | |||
Disciplined International Equity |
||||
Advisor Class |
1.15 | % | ||
Institutional Class |
0.90 | % | ||
Class R3 |
1.40 | % | ||
Class R6 |
0.75 | % | ||
Global Long/Short Equity |
||||
Advisor Class |
1.60 | % | ||
Institutional Class |
1.35 | % | ||
Class R3 |
1.85 | % | ||
Class R6 |
1.20 | % |
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 Advisers sole discretion.
No management fee information is provided for the Funds because they were not offered for sale prior to the date of this SAI.
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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 Fund. The portfolio managers listed in the following table are jointly responsible for the day-to-day management of the Funds 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.
Other Accounts Managed by the Portfolio Managers of the Funds as of July 31, 2015
Other Registered
Investment Companies Managed by Portfolio Manager |
Other Pooled Investment Vehicles
Managed by Portfolio Manager |
Other Accounts Managed by Portfolio Manager | ||||||||||||||||||||||||
Fund/Portfolio
Manager/Firms |
Number |
Total Assets
($) |
Number |
Total Assets ($) |
Number with
Performance- Based Fees |
Total Assets
of Pooled Investment Vehicles with Performance- Based Fees ($) |
Number |
Total Assets ($) |
Number with
Performance- Based Fees |
Total Assets
of Accounts with Performance- Based Fees ($) |
||||||||||||||||
Disciplined International Equity |
||||||||||||||||||||||||||
Jay Kaufman |
2 | 75,908,805.51 | 3 | 524,406,844.36 | 0 | 0 | 8 | 159,091,185.49 | 0 | 0 | ||||||||||||||||
Ernesto Ramos |
5 | 734,727,312.16 | 13 | 6,469,653,946.24 | 0 | 0 | 221 | 4,446,063,955.59 | 0 | 0 | ||||||||||||||||
Global Long/Short Equity |
||||||||||||||||||||||||||
Jay Kaufman |
2 | 75,908,805.51 | 3 | 524,406,844.36 | 0 | 0 | 8 | 159,091,185.49 | 0 | 0 | ||||||||||||||||
Ernesto Ramos |
5 | 734,727,312.16 | 13 | 6,469,653,946.24 | 0 | 0 | 221 | 4,446,063,955.59 | 0 | 0 | ||||||||||||||||
David Rosenblatt |
0 | -- | 0 | -- | 0 | 0 | 2 | 21,997,305.61 | 0 | 0 |
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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, the Adviser has adopted compliance policies and procedures to allocate investment opportunities and to ensure that each of its 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.
The Adviser has established procedures to prevent portfolio managers from trading on material, non-public information. In the event that the portfolio manager comes into possession of material, non-public information about an underlying affiliated fund the portfolio managers ability to initiate transactions in the underlying affiliated fund could potentially be restricted as a result of the portfolio managers possession of such information. The trading restriction could have an adverse effect on the ability of a fund managed by the portfolio managers to participate in any potential gains or avoid any potential losses in the restricted underlying affiliated fund. In some instances, these trading restrictions could continue in effect for a substantial period of time.
Compensation of Portfolio Managers
Adviser
Compensation for the Advisers portfolio managers consists of base salary, which is monitored to ensure competitiveness in the external marketplace. In addition to base salary, portfolio managers have a portion of their compensation 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 also may receive bonuses of restricted share units or other units linked to the performance of BMO.
As of the date of this SAI, the structures and methods described above are used to determine each portfolio managers compensation.
Ownership of Fund Shares by Portfolio Managers
No ownership information is provided because the Funds were not offered for sale prior to the date of this SAI.
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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.
Advisers Proxy Voting Policy and Guidelines
The Board of Directors has delegated proxy voting authority to the Adviser, subject to the Boards oversight. The Adviser has agreed to vote the Funds proxies according to the Advisers proxy voting policies and procedures. The Advisers proxy voting policies and procedures are reasonably designed to ensure that proxies are voted in the best interest of clients. The policies and procedures were developed by a Proxy Advisory Committee established by the Adviser with certain affiliates of BMO Financial Corp. The Board reviews and approves all changes to the proxy policies and procedures. The proxy policies and procedures seek to ensure, as applicable, that shareholder return and the value of Fund investments are maximized and that sound corporate governance is promoted.
The proxy policies and procedures generally address (i) routine matters including, among others, uncontested election of directors, approval of auditors, and increases in authorized shares; (ii) corporate structure matters; (iii) corporate governance matters; and (iv) social issues. Although the Adviser generally adheres to the guidelines, all proxy issues are considered on their own merits and voting decisions take into account the particular circumstances involved. This provides needed flexibility in making prudent judgments in the proxy voting process.
In situations where there is a conflict of interest, the Adviser will obtain a proxy voting recommendation from an independent proxy voting advisory service and will ultimately vote proxies in the best economic interests of clients without consideration of any benefit to the Adviser or its affiliates.
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 Funds 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 SECs website at 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 Corporations policy regarding disclosure of portfolio holdings (Disclosure Policy). This Disclosure Policy also applies to the Adviser and BMO Harris Bank. 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 Funds 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 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; |
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| Each Fund makes a complete list of its portfolio holdings publicly available on the BMO Funds website, www.bmofunds.com, approximately thirty days after the end of each month; and |
| The Funds portfolio holdings as of each month end are disclosed to certain approved institutional databases and rating agencies including Lipper Inc., Morningstar, Inc., Standard & Poors Financial Services, LLC, Bloomberg L.P., Thompson Reuters Corporation, Vickers Stock Research Corporation, and Capital Bridge, Inc. |
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, or BMO Harris Bank 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.
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 brokers 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). |
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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.
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 Fund) 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.
Brokerage commission information is not provided because the Funds were not offered for sale prior to the date of this SAI.
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 the Funds. 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.
Code of Ethics Restrictions on Personal Trading
As required by SEC rules, the Funds, the 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.
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Administrator and Shareholder Servicing Agent
The Adviser serves as the administrator to the Funds. As administrator, the Adviser is entitled to receive fees from the Funds at an annual fee equal to 0.15% of each Funds Class I, Class A, and Class R3 ADNA.
No administrative fee information is provided for the Funds because the Funds were not offered for sale prior to the date of this SAI.
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 Corporations governing documents, minutes of Board meetings, and shareholder meetings; |
| preparation and filing with the SEC and state regulatory authorities, the Corporations 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. |
Sub-Administrator
UMBFS is the Funds sub-administrator pursuant to the Sub-Administration Agreement with the administrator. In connection with an internal restructuring, effective June 1, 2012, the Sub-Administration Agreement between UMBFS and M&I Trust (now, BMO Harris Bank) was assigned from M&I Trust to the Adviser. 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 Corporations 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; |
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| coordination and facilitation of external audits by the Corporations independent auditors and regulatory examinations of the Corporation; |
| follow-up on any issues surrounding reporting of performance for the Funds; and |
| preparation of the Corporations tax returns. |
For its services, UMBFS is entitled to receive from the administrator with respect to each Fund, 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 each Funds 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 |
Securities Lending
The Funds pay a portion of the net revenue earned on securities lending activities to State Street Bank & Trust Company for its services as a securities lending agent. No securities lending fee information is provided for the Funds because the Funds were not offered for sale prior to the date of this SAI.
Payments to Financial Intermediaries
The Adviser, BMO Harris Bank, BMO Harris Financial Advisors, Inc., BID, 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, BMO Harris Bank, BMO Harris Financial Advisors, Inc., BID, and/or their affiliates currently anticipate that such payments may be made to the following financial intermediaries.
Financial Intermediaries |
||
Advisors Clearing Network American Portfolios Financial Services, Inc. American United Life Insurance Ameriprise Financial Services, Inc. Apex Clearing Corporation Ascensus Ausdal Financial Partners |
B.C. Ziegler and Company BancWest Investment Services, Inc. BB&T Investment Services, Inc. BB&T Securities, LLC BBVA Compass Investment Solutions, a Division of BBVA Securities Inc. Benjamin F. Edwards & Co. |
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Financial Intermediaries |
||
Bernard Herold & Co. Inc. BMO Harris Bank N.A. BMO Harris Financial Advisors Cadaret, Grant & Co., Inc. Cambridge Investment Research, Inc. CapFinancial Partners, LLC d/b/a CapTrust Financial Advisors Capital One Investment Services Celera Systems, LLC Cetera Advisor Networks LLC Cetera Advisors LLC Cetera Financial Group Cetera Financial Specialists LLC Cetera Investment Services LLC Charles Schwab & Company, Inc. Chase Investment Services Corp. Citigroup Global Markets Inc. Comerica Bank Community Bank c/o Hand Benefits & Trust Co. Concorde Investment Services LLC COR Clearing Credit-Suisse Securities USA LLC CRI Securities, LLC CUSO Financial Services, LP D.A. Davidson & Co. Duncan-Williams, Inc. E*Trade Clearing, LLC Edward D. Jones & Co. LP EFC Financial Services, LLC Fidelity Brokerage Services LLC Fintegra, LLC First Clearing, LLC First National Bank & Trust - Ardmore First National Bank of Omaha First Republic Securities Company, LLC First Southwest Company Foothill Securities, Inc. Girard Securities, Inc. GWFS Equities, Inc. H.C. Denison Co. Hand Securities Inc. Harbour Investments Hartford Life Insurance Company Hilliard Lyons ING Direct Investing, Inc. Investment Professionals, Inc. |
JP Morgan Securities LLC KMS Financial Services, Inc. LaSalle Bank N.A. Lincoln Financial Securities Corp. Lincoln Investment Planning Litman Gregory Analytics, LLC LPL Financial LLC Maplewood Investment Advisors, Inc. Mass Mutual Life Insurance Company Merrill, Lynch, Pierce, Fenner & Smith Incorporated Mesirow Financial, Inc. MetLife Securities, Inc. (The MetLife Broker Dealer Group) Mid Atlantic Capital Corp. Money Concepts Capital Corp. Morgan Stanley & Co. LLC Morgan Stanley Smith Barney LLC National Financial Services LLC Newbridge Securities Corporation Northwestern Mutual Investment Services LLC OneAmerica Securities, Inc. P.J. Robb Variable Corp. Park Avenue Securities LLC Peoples Securities, Inc. Pershing Advisor Solutions LLC Pershing LLC PNC Capital Markets LLC Portfolio Brokerage Services, Inc. Princor Financial Services Corporation ProEquities, Inc. Prudential Insurance Company of America Prudential Investment Management Services LLC Prudential Investments LLC Prudential Retirement Questar Capital Raymond James & Associates, Inc. Raymond James Financial Services, Inc. RBC Capital Markets, LLC Reliance Trust Company, LLC Ridge Clearing and Outsourcing Solutions, Inc. Robert W. Baird & Co., Inc. Ross, Sinclaire & Associates, LLC Royal Alliance Associates, Inc. Securian Financial Services Inc. |
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Financial Intermediaries |
||
Securities America, Inc. SEI Private Trust StanCorp Equities, Inc. Standard Insurance Company Sterne Agee & Leach Inc. Stifel Nicolaus & Co., Inc. Stockcross Financial Services SunGard Brokerage & Securities Services LLC T.Rowe Price Investment Services, Inc. TD Ameritrade Clearing TD Ameritrade Trust Co. TD Ameritrade, Inc. Teachers Insurance and Annuity Association of America (TIAA-Cref) The O.N. Equity Company TIAA-CREF Individual and Institutional Services LLC TIAA-CREF Trust Company, FSB Trade-PMR, Inc. Trust Company of America U.S. Bancorp Investments, Inc. UBS Financial Services Inc. UMB Bank n.a. |
Union First Market Bank United Planners Financial Services of America USAA Investment Management Company Uvest Financial Services Group Inc. Valic Financial Advisors, Inc. VALIC Retirement Services Company Vanguard Group, Inc. VOYA Financial Partners, LLC VOYA Institutional Plan Services, LLC VOYA Retirement Insurance and Annuity Company Wells Fargo Advisors Financial Network, LLC Wells Fargo Advisors, LLC Wells Fargo Bank N.A. Wells Fargo Institutional Trust Services Wells Fargo Retirement Plan Services Wells Fargo Securities, LLC Wells Fargo Trust Operations Westport Resources Investment Services Wilmington Trust Retirement and Institutional Services Company Winslow, Evans & Crocker, Inc. |
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.
The Fund may pay amounts to third parties, such as banks, broker-dealers, or affiliated entities, including BMO Harris Bank, that provide recordkeeping services, shareholder servicing, and/or other administrative services to the Fund.
Fund Accountant and Custodian
State Street Bank & Trust Company, 200 Clarendon Street, Boston, Massachusetts, provides fund accounting services to the Funds and serves as custodian for the Funds securities and cash. For its services, State Street Bank & Trust Company receives a fee based on net assets of each Fund. State Street Bank & Trust Company also maintains certain books and records of the Funds that are required by applicable federal regulations.
Independent Registered Public Accounting Firm
KPMG LLP, 777 East Wisconsin Avenue, Milwaukee, WI 53202, has been selected as the independent registered public accounting firm for the Funds.
B-71
Please refer to Appendix B for a consolidated list of mailing addresses for the Funds and their service providers.
From time to time, when available, the yield and total return of the Class I, Class A, Class R3, or Class R6 shares of a Fund may be quoted in advertisements, shareholder reports, or other communications to shareholders. Performance information is generally available by calling the BMO Funds (toll free) at 1-800-236-FUND (3863).
A copy of the Annual Report, when available, for the Funds 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).
BMO Global Asset Management is the brand name for various affiliated entities of BMO Financial Group that provide investment management, retirement, and trust and custody services. Certain of the products and services offered under the brand name BMO Global Asset Management are designed specifically for various categories of investors in a number of different countries and regions and may not be available to all investors. Products and services are only offered to such investors in those countries and regions in accordance with applicable laws and regulations. BMO Financial Group is a service mark of Bank of Montreal.
B-72
RATINGS DEFINITIONS
Standard & Poors Issue Credit Rating Definitions
A Standard & Poors 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 & Poors view of the obligors 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 daysincluding commercial paper. Short-term ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. 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 & Poors. The obligors 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 obligors 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 obligors 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 vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to the obligors inadequate capacity to meet its financial commitments.
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.
App. A-1
D
A short-term obligation rated D is in default or in breach of an imputed promise. For non-hybrid capital instruments, the D rating category is used when payments on an obligation are not made on the date due, unless Standard & Poors believes that such payments will be made within any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligations rating is lowered to D if it is subject to a distressed exchange offer.
SPUR (Standard & Poors Underlying Rating)
A SPUR rating is an opinion about the stand-alone capacity of an obligor 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 & Poors maintains surveillance of an issue with a published SPUR.
Dual Ratings
Dual ratings may be assigned to debt issues that have a put option or demand feature. The first component of the rating addresses the likelihood of repayment of principal and interest as due, and the second component of the rating addresses only the demand feature. The first component of the rating can relate to either a short-term or long-term transaction and accordingly use either short-term or long-term rating symbols. The second component of the rating relates to the put option and is assigned a short-term rating symbol (for example, AAA/A-1+ or A-1+/A-1). With U.S. municipal short-term demand debt, the U.S. municipal short-term note rating symbols are used for the first component of the rating (for example, SP-1+/A-1+).
The analyses, including ratings, of Standard & Poors and its affiliates (together Standard & Poors) 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 & Poors assumes no obligation to update any information following publication. Users of ratings or other analyses should not rely on them in making any investment decision. Standard &Poors opinions and analyses do not address the suitability of any security. Standard & Poors does not act as a fiduciary or an investment advisor except where registered as such. While Standard & Poors has obtained information from sources it believes to be reliable, Standard & Poors does not perform an audit and undertakes no duty of due diligence or independent verification of any information it receives. Ratings and other opinions may be changed, suspended, or withdrawn at any time.
Active Qualifiers (Currently applied and/or outstanding)
Standard & Poors assigns qualifiers to ratings when appropriate. This section details active qualifiers.
Standard & Poors uses five qualifiers that limit the scope of a rating. The structure of the transaction can require the use of a qualifier such as a p qualifier, which indicates the rating addressed the principal portion of the obligation only. Likewise, the qualifier can indicate a limitation on the type of information used, such as pi for public information. A qualifier appears as a suffix and is part of the rating.
1. Federal Deposit Insurance Limit: L qualifier
Ratings qualified with L apply only to amounts invested up to federal deposit insurance limits.
App. A-2
2. Principal Payment: p qualifier
This suffix 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 suffix indicates that the rating addresses the principal portion of the obligation only and that the interest portion is not rated.
3. Public Information Ratings: pi qualifier
Ratings with a pi suffix are based on an analysis of an issuers published financial information, as well as additional information in the public domain. They do not, however, reflect in-depth meetings with an issuers management and therefore may be based on less comprehensive information than ratings without a pi suffix. Ratings with a pi suffix are reviewed annually based on a new years financial statements, but may be reviewed on an interim basis if a major event occurs that may affect the issuers credit quality.
4. Preliminary Ratings: prelim qualifier
Preliminary ratings, with the prelim suffix, 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 & Poors of appropriate documentation. Standard & Poors 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 & Poors policies |
| Preliminary ratings may be assigned to obligations that will likely be issued upon the obligors 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 & Poors opinion, documentation is close to final. Preliminary ratings may also be assigned to obligations of these entities. |
| 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 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 & Poors would likely withdraw these preliminary ratings. |
| A preliminary recovery rating may be assigned to an obligation that has a preliminary issue credit rating. |
App. A-3
5. Termination Structures: t qualifier
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.
Inactive Qualifiers
Inactive qualifiers are no longer applied or outstanding.
1. Contingent upon final documentation: * inactive qualifier
This symbol indicated that the rating was contingent upon Standard & Poors receipt of an executed copy of the escrow agreement or closing documentation confirming investments and cash flows. Discontinued use in August 1998.
2. Termination of obligation to tender: c inactive qualifier
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 issuers bonds are deemed taxable. Discontinued use in January 2001.
3. U.S. direct government securities: G inactive qualifier
The letter G following the rating symbol when a funds portfolio consists primarily of direct U.S. Government securities.
4. Provisional Ratings: pr inactive qualifier
The letters pr indicate that the rating was provisional. A provisional rating assumed 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, made no comment on the likelihood of or the risk of default upon failure of such completion.
5. Quantitative Analysis of publication information: q inactive qualifier
A q subscript indicates that the rating is based solely on quantitative analysis of publicly available information. Discontinued use in April 2001.
6. Extraordinary risks: r inactive qualifier
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 & Poors 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.
Active Identifiers
1. Unsolicited: unsolicited and u identifier
The u identifier and unsolicited designation are unsolicited credit ratings assigned at the initiative of Standard & Poors and not at the request of the issuer or its agents.
App. A-4
2. Structured finance: sf identifier
The sf identifier shall be assigned to ratings on structured finance instruments when required to comply with applicable law or regulatory requirement or when Standard & Poors believes it appropriate. The addition of the sf identifier to a rating does not change that ratings definition or our opinion about the issues creditworthiness.
Local Currency and Foreign Currency Ratings
Standard & Poors issuer credit ratings make a distinction between foreign currency ratings and local currency ratings. An issuers foreign currency rating will differ from its local currency rating when the obligor has a different capacity to meet its obligations denominated in its local currency, vs. obligations denominated in a foreign currency.
Moodys Credit Rating Definitions
Purpose
The system of rating securities was originated by John Moody in 1909. The purpose of Moodys ratings is to provide investors with a simple system of gradation by which future relative creditworthiness of securities may be gauged.
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
Moodys 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 Moodys 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.
App. A-5
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 Moodys 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, Moodys ratings are not made with these bank regulations in mind. Moodys Investors Services own judgment as to the desirability or non-desirability of a bond for bank investment purposes is not indicated by Moodys ratings.
Moodys ratings represent the opinion of Moodys Investors Service as to the relative creditworthiness of securities. As such, they should be used in conjunction with the descriptions and statistics appearing in Moodys publications. Reference should be made to these statements for information regarding the issuer. Moodys 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
App. A-6
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.
Short-Term Obligation Ratings
Moodys assigns ratings to long-term and short-term financial obligations. Long-term ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both on the likelihood of a default on contractually promised payments and the expected financial loss suffered in the event of default. Short-term ratings are assigned to obligations with an original maturity of thirteen months or less and reflect the likelihood of a default on contractually promised payments.
Moodys 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.
The following table indicates the long-term ratings consistent with different short-term ratings when such long-term ratings exist.
SHORT-TERM VS. LONG-TERM RATINGS
App. A-7
Fitchs 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.
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 agencys National Rating definitions may be substituted by the regulatory scales. For instance, Fitchs National Short Term Ratings of 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 Fitchs regional websites to determine if any additional or alternative category definitions apply.
Limitations of the National Rating Scale
Specific limitations relevant to National Rating scale include:
| National scale ratings are only available in selected countries. |
| National scale ratings are only directly comparable with other national ratings in the same country. There is a certain correlation between national and global ratings but there is not a precise translation between the scales. The implied probability of default of a given national scale rating will vary over time. |
| The value of default studies for national ratings can be limited. Due to the relative nature of national scales, a given national scale rating is not intended to represent a fixed amount of default risk over time. As a result, a default study using only national ratings may not give an accurate picture of the historical relationship between ratings and default risk. Users should exercise caution if they wish to infer future default probabilities for national scale ratings using the historical default experience with international ratings and mapping tables to link the national and international ratings. As with ratings on any scale, the future will not necessarily follow the past. |
| Fitch attaches less confidence to conclusions about national scale default probabilities than for International Credit ratings. There has not been a comprehensive global study of default history among entities with national scales to show that their ex-post default experience has been consistent with ex-ante probabilities implied. This is due to the relatively short history of ratings in emerging markets and the restrictive relative nature of the national scales. |
App. A-8
The above list is not exhaustive, and is provided for the readers convenience. Readers are requested to review the section Understanding Credit Ratings Limitations and Usage for further information on the limitations of the agencys ratings.
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 agencys 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 has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings only.
D(xxx)
Indicates actual or imminent payment default.
Notes to Long-Term and Short-Term National Ratings:
The ISO international country code 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-9
LONG-TERM RATINGS
Standard & Poors Long-Term Issue Credit Ratings
Issue credit ratings are based, in varying degrees, on Standard & Poors analysis of the following considerations:
| Likelihood of paymentcapacity 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 and the promise we impute. |
| 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.)
Long-Term Issue Credit Ratings
AAA
An obligation rated AAA has the highest rating assigned by Standard & Poors. The obligors 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 obligors 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 obligors 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.
App. A-10
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 obligors inadequate capacity to meet its financial commitment on the obligation.
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 obligors 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. The CC rating is used when a default has not yet occurred, but Standard & Poors expects default to be a virtual certainty, regardless of the anticipated time to default.
C
An obligation rated C is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared to obligations that are rated higher.
D
An obligation rated D is in default or in breach of an imputed promise. For non-hybrid capital instruments, the D rating category is used when payments on an obligation are not made on the date due, unless Standard & Poors believes that such payments will be made within five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. The D rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligations rating is lowered to D if it is subject to a distressed exchange offer.
NR
This indicates that no rating has been requested, or that there is insufficient information on which to base a rating, or that Standard & Poors does not rate a particular obligation as a matter of policy.
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.
See active and inactive qualifiers following Standard & Poors Short-Term Issue Credit Ratings beginning on page A-73.
App. A-11
Moodys Long-Term Obligation Ratings
Long-Term Obligation Ratings
Moodys assigns ratings to long-term and short-term financial obligations. Long-term ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both on the likelihood of a default on contractually promised payments and the expected financial loss suffered in the event of default. Short-term ratings are assigned to obligations with an original maturity of thirteen months or less and reflect the likelihood of a default on contractually promised payments.
Moodys Long-Term Rating Definitions:
Aaa
Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of 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 judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.
Ba
Obligations rated Ba are judged to be speculative 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 speculative 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 and are typically in default, with little prospect for recovery of principal or interest.
Note: Moodys appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aaa 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. Additionally, a (hyb) indicator is appended to all ratings of hybrid securities issued by banks, insurers, finance companies, and securities firms.*
* By their terms, hybrid securities allow for the omission of scheduled dividends, interest, or principal payments, which can potentially result in impairment if such an omission occurs. Hybrid securities
App. A-12
may also be subject to contractually allowable write-downs of principal that could result in impairment. Together with the hybrid indicator, the long-term obligation rating assigned to a hybrid security is an expression of the relative credit risk associated with that security.
Fitchs 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 countrys 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.
App. A-13
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 distressed 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 International country code 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
MUNICIPAL NOTE RATINGS
Standard & Poors Municipal Short-Term Note Ratings Definitions
A Standard & Poors U.S. municipal note rating reflects Standard & Poors 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 & Poors analysis will review the following considerations:
| Amortization schedulethe larger the final maturity relative to other maturities, the more likely it will be treated as a note; and |
| Source of paymentthe 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-73.
Moodys US Municipal Short-Term Debt And Demand Obligation Ratings
Short-Term Obligation Ratings
While the global short-term prime rating scale is applied to US municipal tax-exempt commercial paper, these programs are typically backed by external letters of credit or liquidity facilities and their short-term prime ratings usually map to the long-term rating of the enhancing bank or financial institution and not to the municipalitys rating. Other short-term municipal obligations, which generally have different funding sources for repayment, are rated using two additional short-term rating scales (i.e., the MIG and VMIG scales discussed below).
The Municipal Investment Grade (MIG) scale is used to rate US municipal bond anticipation notes of up to three years maturity. Municipal notes rated on the MIG scale may be secured by either pledged revenues or proceeds of a take-out financing received prior to note maturity. MIG ratings expire at the maturity of the obligation, and the issuers long-term rating is only one consideration in assigning the MIG rating. MIG ratings are divided into three levelsMIG 1 through MIG 3while speculative grade short-term obligations are designated SG.
App. A-15
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.
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 Moodys evaluation of risk associated with scheduled principal and interest payments. The second element represents Moodys evaluation of risk associated with the ability to receive purchase price upon demand (demand feature). The second element uses a rating from a variation of the MIG scale called the Variable Municipal Investment Grade (VMIG) scale. The rating transitions on the VMIG scale, as shown in the diagram below, differ from those on the Prime scale to reflect the risk that external liquidity support generally will terminate if the issuers long-term rating drops below investment grade.
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
US MUNICIPAL SHORT-TERM VS. LONG-TERM RATINGS
*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
The Funds:
111 East Kilbourn Avenue, Suite 200
Milwaukee, Wisconsin 53202
Distributor:
BMO Investment Distributors, LLC
111 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
Adviser, Administrator, and Shareholder Servicing Agent:
BMO Asset Management Corp.
115 South LaSalle Street
Chicago, Illinois 60603
Custodian and Portfolio Accounting Services Agent:
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:
UMB Fund Services, Inc.
285 West Galena Street
Milwaukee, Wisconsin 53212
Legal Counsel:
Stradley Ronon Stevens & Young, LLP
2005 Market Street, Suite 2600
Philadelphia, Pennsylvania 19103
Independent Registered Public Accounting Firm:
KPMG LLP
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
App. B-1
BMO 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 |
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(a)(25) | Amendment No. 24 to Articles of Incorporation dated December 12, 2011 32 | |
(a)(26) | Amendment No. 25 to Articles of Incorporation dated December 28, 2011 33 | |
(a)(27) | Amendment No. 26 to Articles of Incorporation dated September 7, 2012 34 | |
(a)(28) | Amendment No. 27 to Articles of Incorporation dated September 25, 2012 34 | |
(a)(29) | Amendment No. 28 to Articles of Incorporation dated May 13, 2013 36 | |
(a)(30) | Amendment No. 29 to Articles of Incorporation dated June 28, 2013 36 | |
(a)(31) | Amendment No. 30 to Articles of Incorporation dated August 16, 2013 37 | |
(a)(32) | Amendment No. 31 to Articles of Incorporation dated August 27, 2013 38 | |
(a)(33) | Amendment No. 32 to Articles of Incorporation dated December 23, 2013 39 | |
(a)(34) | Amendment No. 33 to Articles of Incorporation dated February 27, 2014 41 | |
(a)(35) | Amendment No. 34 to Articles of Incorporation dated March 27, 2014 41 | |
(a)(36) | Amendment No. 35 to Articles of Incorporation dated May 23, 2014 41 | |
(a)(37) | Amendment No. 36 to Articles of Incorporation dated July 25, 2014 42 | |
(a)(38) | Amendment No. 37 to Articles of Incorporation dated November 24, 2014 43 | |
(a)(39) | Amendment No. 38 to Articles of Incorporation dated December 19, 2014 44 | |
(a)(40) | Amendment No. 39 to Articles of Incorporation dated December 23, 2014 44 | |
(a)(41) | Amendment No. 40 to Articles of Incorporation dated March 30, 2015 45 | |
(a)(42) | Amendment No. 41 to Articles of Incorporation dated April 21, 2015 45 | |
(a)(43) | Amendment No. 42 to Articles of Incorporation dated May 18, 2015 # | |
(a)(44) | Amendment No. 43 to Articles of Incorporation dated August 14, 2015 # | |
(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 BMO Asset Management Corp. (f/k/a 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. 33 | |
(d)(4) | Form of Amended and Restated Exhibit A to Sub-Advisory Agreement with Pyrford International Ltd. for Pyrford International Stock Fund and Pyrford Global Equity Fund 44 |
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(d)(5) | Form of Sub-Advisory Agreement with Lloyd George Management (Hong Kong) Ltd. for LGM Emerging Markets Equity Fund 33 | |
(d)(6) | Form of Amended and Restated Sub-Advisory Agreement with Taplin, Canida & Habacht, LLC for TCH Emerging Markets Bond Fund, TCH Intermediate Income Fund, TCH Corporate Income Fund, and TCH Core Plus Bond Fund 40 | |
(d)(7) | Form of Sub-Advisory Agreement with Monegy, Inc. (f/k/a HIM Monegy, Inc.) for Monegy High Yield Bond Fund 33 | |
(d)(8) | Form of Sub-Advisory Agreement (CTC myCFO, LLC) for Alternative Strategies Fund 43 | |
(d)(9) | Form of Sub-Advisory Agreement with subadvisers registered as a commodity trading adviser for Alternative Strategies Fund 43 | |
(d)(10) | Form of Sub-Advisory Agreement with subadvisers not registered as a commodity trading adviser for Alternative Strategies Fund 43 | |
(e)(1) | Distribution Agreement with BMO Investment Distributors, LLC (formerly, M&I Distributors, LLC) dated July 5, 2011 31 | |
(e)(2) | Amended and Restated Schedule A to Distribution Agreement # | |
(f) | Bonus or Profit Sharing ContractsNone | |
(g)(1) | Custodian Contract with Marshall & Ilsley Trust Company (now, BMO Harris Bank, N.A.) 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) | Form of Amendment to Custodian Agreement with State Street Bank and Trust Company # | |
(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 Fifth Amendment to Administrative Services Agreement 33 | |
(h)(6) | Form of Sixth Amendment to Administrative Services Agreement 41 | |
(h)(7) | Form of Seventh Amendment to Administrative Services Agreement 43 |
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(h)(8) | Form of Eighth Amendment to Administrative Services Agreement 44 | |
(h)(9) | Form of Ninth Amendment to Administrative Services Agreement # | |
(h)(10) | Sub-Administration Agreement with UMB Fund Services, Inc. dated September 1, 2004 15 | |
(h)(11) | Form of Twelfth Amended and Restated Schedule A to Sub-Administration Agreement # | |
(h)(12) | Shareholder Services Agreement dated July 5, 2011 31 | |
(h)(13) | Form of Amended and Restated Exhibit 1 of Shareholder Services Agreement # | |
(h)(14) | Transfer Agency and Service Agreement with Boston Financial Data Services, Inc. dated June 30, 2011 33 | |
(h)(15) | Amendment to Transfer Agency Agreement dated December 21, 2012 35 | |
(h)(16) | Form of Amended and Restated Schedule A to Transfer Agency and Service Agreement # | |
(h)(17) | Fund Accounting Agreement with UMB Fund Services, Inc. dated September 1, 2004 15 | |
(h)(18) | Form of Eleventh Amended and Restated Schedule A to Fund Accounting Agreement with UMB Fund Services, Inc. # | |
(h)(19) | Fund Accounting Agreement with State Street Bank and Trust Company (formerly Investors Bank & Trust Company) dated September 1, 2004 15 | |
(h)(20) | Amended and Restated Appendix A to Fund Accounting Agreement with State Street Bank & Trust Company # | |
(h)(21) | Form of Amended and Restated Expense Limitation Agreement 38 | |
(h)(22) | Form of Amended and Restated Schedule A to Amended and Restated Expense Limitation Agreement # | |
(h)(23) | Power of Attorney 37 | |
(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. dated December 29, 2011 33 | |
(i)(9) | Opinion and Consent of Godfrey & Kahn, S.C. dated September 27, 2012 34 |
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(i)(10) | Opinion and Consent of Godfrey & Kahn, S.C. dated June 28, 2013 36 | |
(i)(11) | Opinion and Consent of Godfrey & Kahn, S.C. dated September 27, 2013 38 | |
(i)(12) | Opinion and Consent of Godfrey & Kahn, S.C. dated December 27, 2013 39 | |
(i)(13) | Opinion and Consent of Godfrey & Kahn, S.C. dated May 27, 2014 41 | |
(i)(14) | Opinion and Consent of Godfrey & Kahn, S.C. dated December 15, 2014 43 | |
(i)(15) | Opinion and Consent of Godfrey & Kahn, S.C. dated August 26, 2015 # | |
(j) | Consent of Independent Registered Public Accounting FirmNone | |
(k) | Omitted Financial StatementsNone | |
(l) | Initial Capital Understanding 5 | |
(m)(1) | Amended and Restated Rule 12b-1 Plan dated August 13, 2014 # | |
(m)(2) | Amended and Restated Rule 12b-1 Plan dated December 27, 2013Target Date and Target Risk Funds 44 | |
(m)(3) | Form of Sales and Services Agreement, As Amended 45 | |
(n)(1) | Amended and Restated Multiple Class Plan # | |
(n)(2) | Amended and Restated Multiple Class PlanTarget Date and Target Risk Funds 44 | |
(o) | Reserved | |
(p)(1) | Code of Ethics for BMO Asset Management Corp., Monegy, Inc., BMO Funds, Inc. and certain affiliated entities dated October 31, 2013 39 | |
(p)(2) | Pyrford International Ltd. Code of Ethics 35 | |
(p)(3) | LGM Investments Limited (formerly, Lloyd George Management (Europe) Limited) Code of Ethics 39 | |
(p)(4) | Taplin, Canida & Habacht, LLC Code of Ethics 35 | |
(p)(5) | CTC myCFO, LLC Code of Ethics 43 | |
(p)(6) | Graham Capital Management, L.P. Code of Ethics 43 | |
(p)(7) | Capstone Investment Advisors, LLC Code of Ethics 43 | |
(p)(8) | Pine River Capital Management, L.P. Code of Ethics 43 | |
(p)(9) | Cramer Rosenthal McGlynn LLC Code of Ethics 43 | |
(p)(10) | Iridian Asset Management LLC Code of Ethics 43 | |
(p)(11) | Sound Point Capital Management, L.P. Code of Ethics 43 |
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(p)(12) | BMO Investment Distributors, LLC (formerly, M&I Distributors, LLC) Code of Ethics dated January 1, 2008 22 |
# | 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.* |
33 | Exhibit to PEA No. 76 filed December 29, 2011.* |
34 | Exhibit to PEA No. 79 filed September 27, 2012.* |
35 | Exhibit to PEA No. 81 filed December 27, 2012.* |
36 | Exhibit to PEA No. 84 filed June 28, 2013.* |
37 | Exhibit to PEA No. 87 filed August 29, 2013.* |
38 | Exhibit to PEA No. 89 filed September 27, 2013.* |
39 | Exhibit to PEA No. 92 filed December 27, 2013.* |
40 | Annex A to Definitive Proxy Statement on Schedule 14A filed March 10, 2014.* |
41 | Exhibit to PEA No. 95 filed May 27, 2014.* |
42 | Exhibit to Proxy Statement/Prospectus on Form N-14 filed November 5, 2014.* |
43 | Exhibit to PEA No. 102 filed December 15, 2014.* |
44 | Exhibit to PEA No. 103 filed December 29, 2014.* |
45 | Exhibit to PEA No. 107 filed April 28, 2015.* |
* | Incorporated by reference. |
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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 Registrants By-Laws and Section 4 of the Distribution Agreement between the Registrant and BMO Investment Distributors, LLC.
The Registrants 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 officers or directors 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 Registrants SEC filings or other documents and in certain other circumstances.
In addition, the Wisconsin Business Corporation Law requires the Registrant to indemnify each of its officers and directors against liability incurred by the officer or director in any proceeding to which the officer or director was a party because he or she is an officer or director, unless liability was incurred because the officer or director breached or failed to perform a duty owed to the Registrant and the breach or failure to perform constitutes (i) a willful failure to deal fairly with the Registrant or its shareholders in connection with a matter in which the officer or director has a material conflict of interest; (ii) a violation of criminal law, unless the officer or director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe it was unlawful; (iii) a transaction from which the officer or director derived an improper personal profit; or (iv) willful misconduct.
The Registrants 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
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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.
BMO Asset Management Corp. (the Adviser) serves as the investment adviser for the Registrant. The Advisers principal business address is 115 South LaSalle Street, 11th Floor, Chicago, Illinois 60603. 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 Advisers 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 Registrants Pyrford International Stock Fund and Pyrford Global Equity Fund. Pyrfords principal business address is 95 Wigmore Street, London, United Kingdom. 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 Pyrfords Form ADV as filed with the SEC.
LGM Investments Limited (formerly, Lloyd George Management (Europe) Limited) (LGM Investments) serves as a sub-adviser with respect to the Registrants LGM Emerging Markets Equity Fund. LGM Investments is a registered investment adviser. LGM Investments principal business address is 95 Wigmore Street, London, United Kingdom. The business and other connections of LGM Investments, as well as the names and titles of the executive officers and directors of LGM Investments, are further described in LGM Investments Form ADV as filed with the SEC.
Taplin, Canida & Habacht, LLC (TCH) serves as the sub-adviser with respect to the Registrants TCH Intermediate Income Fund, TCH Corporate Income Fund, TCH Core Plus Bond Fund, and TCH Emerging Markets Bond Fund. TCHs principal business address is 1001 Brickell Bay Drive, Suite 2100, Miami, Florida 33131. 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 TCHs Form ADV as filed with the SEC.
Monegy, Inc (Monegy) serves as the sub-adviser with respect to the Registrants Monegy High Yield Bond Fund. Monegys principal business address is 100 King Street West, 42nd Floor, Toronto, Ontario, Canada. 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 Monegys Form ADV as filed with the SEC.
CTC myCFO, LLC (CTC) serves as the sub-adviser with respect to the Registrants Alternative Strategies Fund. CTCs principal business address is 2200 Geng Road, Suite 100, Palo Alto, California 94303. CTC is a registered investment adviser. The business and other connection of CTC, as well as the names and title of the executive officers and directors of CTC, are further described in CTCs Form ADV as filed with the SEC.
Graham Capital Management, L.P. (Graham) serves as the sub-adviser with respect to the Registrants Alternative Strategies Fund. Grahams principal business address is 40 Highland Avenue,
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Rowayton, Connecticut 06853. Graham is a registered investment adviser. The business and other connection of Graham, as well as the names and title of the executive officers and directors of Graham, are further described in Grahams Form ADV as filed with the SEC.
Capstone Investment Advisors, LLC (Capstone) serves as the sub-adviser with respect to the Registrants Alternative Strategies Fund. Capstones principal business address is 7 World Trade Center, 250 Greenwich Street, 30th Floor, New York, New York 10007. Capstone is a registered investment adviser. The business and other connection of Capstone, as well as the names and title of the executive officers and directors of Capstone, are further described in Capstones Form ADV as filed with the SEC.
Pine River Capital Management, L.P. (Pine River) serves as the sub-adviser with respect to the Registrants Alternative Strategies Fund. Pine Rivers principal business address is 601 Carlson Parkway, Suite 330, Minnetonka, Minnesota 55305. Pine River is a registered investment adviser. The business and other connection of Pine River, as well as the names and title of the executive officers and directors of Pine River, are further described in Pine Rivers Form ADV as filed with the SEC.
Cramer Rosenthal McGlynn LLC (Cramer Rosenthal McGlynn) serves as the sub-adviser with respect to the Registrants Alternative Strategies Fund. Cramer Rosenthal McGlynns principal business address is 520 Madison Avenue, 20th Floor, New York, New York, 10022. Cramer Rosenthal McGlynn is a registered investment adviser. The business and other connection of Cramer Rosenthal McGlynn, as well as the names and title of the executive officers and directors of Cramer Rosenthal McGlynn, are further described in Cramer Rosenthal McGlynns Form ADV as filed with the SEC.
Iridian Asset Management LLC (Iridian) serves as the sub-adviser with respect to the Registrants Alternative Strategies Fund. Iridians principal business address is 276 Post Road West, Westport, Connecticut 06880-4704. Iridian is a registered investment adviser. The business and other connection of Iridian, as well as the names and title of the executive officers and directors of Iridian, are further described in Iridians Form ADV as filed with the SEC.
Sound Point Capital Management, L.P. (Sound Point) serves as the sub-adviser with respect to the Registrants Alternative Strategies Fund. Sound Points principal business address is 375 Park Avenue, 25th Floor, New York, New York 10152. Sound Point is a registered investment adviser. The business and other connection of Sound Point, as well as the names and title of the executive officers and directors of Sound Point, are further described in Sound Points Form ADV as filed with the SEC.
BMO is the ultimate parent company of the Adviser, Pyrford, LGM Investments, TCH, Monegy, and CTC. Accordingly, the Adviser, Pyrford, LGM Investments, TCH, Monegy, and CTC are affiliates. To the best of Registrants knowledge, none of the Advisers 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 Registrants Statement of Additional Information, which is incorporated herein by reference.
Item 32. Principal Underwriters.
(a) | BMO LGM Frontier Markets Equity Fund. |
C-9
(b) | To the best of Registrants knowledge, the directors and executive officers of BMO Investment Distributors, LLC are as follows: |
Name and Principal Business Address* |
Positions and Offices with
BMO Investment Distributors, LLC |
Positions and Offices
with Registrant |
||
Barry S. McInerney | Chairman | None | ||
Steven J. Arquilla |
President and Chief
Operating Officer, Director |
None | ||
Christopher Osbourne | Vice President | None | ||
Michael J. Smyth | Chief Financial Officer | None | ||
Jeffrey A. Worf | Chief Compliance Officer | None | ||
Phillip E. Enochs | Director | None | ||
Michael Miroballi | Director | None | ||
Matthew X. Smith | Director | 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 : | |
Registrants Transfer Agent and Dividend Disbursing Agent |
Boston Financial Data Services Inc. 2000 Crown Colony Drive Quincy, MA 02171 |
|
Registrants Sub-Administrator |
UMB Fund Services, Inc. 285 West Galena Street Milwaukee, Wisconsin 53212 |
|
Portfolio Accounting Services Agent (except Global Low Volatility Equity, Pyrford International Stock Fund, LGM Emerging Markets Equity Fund, TCH Emerging Markets Bond Fund, Pyrford Global Equity Fund, Alternative Strategies Fund, Disciplined International Equity Fund, and Global Long/Short Equity Fund) |
UMB Fund Services, Inc. 285 West Galena Street Milwaukee, Wisconsin 53212 |
|
Registrants Investment Adviser, Administrator, and Shareholder Servicing Agent |
BMO Asset Management Corp. 111 East Kilbourn Avenue, Suite 200 Milwaukee, Wisconsin 53202 |
C-10
Records Relating to : | Are located at : | |
Registrants Sub-Adviser to Pyrford International Stock Fund and Pyrford Global Equity Fund |
Pyrford International Ltd. 95 Wigmore Street London United Kingdom |
|
Registrants Sub-Adviser to Monegy High Yield Bond Fund |
Monegy, Inc. 100 King Street West, 42nd Floor Toronto, ON, Canada M5X 1A1 |
|
Registrants Sub-Adviser to LGM Emerging Markets Equity Fund |
LGM Investments Limited 95 Wigmore Street London United Kingdom |
|
Registrants Sub-Adviser to TCH Intermediate Income Fund, TCH Corporate Income Fund, TCH Core Plus Bond Fund, and TCH Emerging Markets Bond Fund |
Taplin, Canida & Habacht, LLC 1001 Brickell Bay Drive, Suite 2100 Miami, Florida 33131 |
|
Registrants Sub-Adviser to Alternative Strategies Fund |
CTC myCFO LLC 2200 Geng Road, Suite 100 Palo Alto, California 94303 |
|
Registrants Sub-Adviser to Alternative Strategies Fund |
Graham Capital Management, L.P. 40 Highland Avenue Rowayton, Connecticut 06853 |
|
Registrants Sub-Adviser to Alternative Strategies Fund |
Capstone Investment Advisors, LLC 7 World Trade Center 250 Greenwich Street, 30th Floor New York, New York 10007 |
|
Registrants Sub-Adviser to Alternative Strategies Fund |
Pine River Capital Management, L.P. 601 Carlson Parkway, Suite 330 Minnetonka, Minnesota 55305 |
|
Registrants Sub-Adviser to Alternative Strategies Fund |
Cramer Rosenthal McGlynn LLC 520 Madison Avenue, 20th Floor New York, New York 10022 |
|
Registrants Sub-Adviser to Alternative Strategies Fund |
Iridian Asset Management LLC 276 Post Road West Westport, Connecticut 06880-4704 |
|
Registrants Sub-Adviser to Alternative Strategies Fund |
Sound Point Capital Management, L.P. 375 Park Avenue, 25th Floor New York, New York 10152 |
|
Registrants Custodian (except Pyrford International Stock Fund, LGM Emerging Markets Equity Fund, TCH Emerging Markets Bond Fund, Global Low Volatility Equity Fund, Pyrford Global Equity Fund, Alternative Strategies Fund, Disciplined International Equity Fund, and Global Long/Short Equity Fund) |
BMO Harris Bank N.A. 111 East Kilbourn Avenue, Suite 200 Milwaukee, Wisconsin 53202 |
C-11
Records Relating to : | Are located at : | |
Registrants Custodian and Portfolio Accounting Services Agent (Pyrford International Stock Fund, LGM Emerging Markets Equity Fund, TCH Emerging Markets Bond Fund, Global Low Volatility Equity Fund, Pyrford Global Equity Fund, Alternative Strategies Fund, Disciplined International Equity Fund, and Global Long/Short Equity Fund) |
State Street Bank & Trust Company 200 Clarendon Street P.O. Box 9130 Boston, Massachusetts 02116 |
|
Registrants Distributor |
BMO Investment Distributors, LLC 111 East Kilbourn Avenue, Suite 200 Milwaukee, Wisconsin 53202 |
Item 34. Management Services.
None.
Item 35. Undertakings.
Not applicable.
C-12
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. 110 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 26th day of August, 2015.
BMO 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. 110 to the Registration Statement on Form N-1A has been signed below on August 26, 2015 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 |
Chief Financial Officer and Treasurer (principal financial and accounting officer) | |
* Larry D. Armel |
Director | |
* Ridge A. Braunschweig |
Director | |
* Christopher B. Begy |
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. 87 to the Registration Statement on Form N-1A
C-13
EXHIBIT INDEX
(a)(43) | Amendment No. 42 to Articles of Incorporation dated May 18, 2015 # | |
(a)(44) | Amendment No. 43 to Articles of Incorporation dated August 14, 2015 # | |
(d)(2) | Form of Amended and Restated Schedules A and B to Investment Advisory Contract # | |
(e)(2) | Amended and Restated Schedule A to Distribution Agreement # | |
(g)(6) | Form of Amendment to Custodian Agreement with State Street Bank and Trust Company # | |
(h)(9) | Form of Ninth Amendment to Administrative Services Agreement # | |
(h)(11) | Form of Amended and Restated Schedule A to Sub-Administration Agreement # | |
(h)(13) | Form of Amended and Restated Exhibit 1 of Shareholder Services Agreement # | |
(h)(16) | Form of Amended and Restated Schedule A to Transfer Agency and Service Agreement # | |
(h)(18) | Form of Eleventh Amended and Restated Schedule A to Fund Accounting Agreement with UMB Fund Services, Inc. # | |
(h)(20) | Amended and Restated Appendix A to Fund Accounting Agreement with State Street Bank & Trust Company # | |
(h)(22) | Form of Amended and Restated Schedule A to Amended and Restated Expense Limitation Agreement # | |
(i)(15) | Opinion and Consent of Godfrey & Kahn, S.C. dated August 26, 2015 # | |
(m)(1) | Amended and Restated Rule 12b-1 Plan dated August 13, 2014 # | |
(n)(1) | Amended and Restated Multiple Class Plan # |
13813038.2
C-14
Exhibit (a)(43)
TO BE EFFECTIVE AT 4:00 P.M., CENTRAL TIME, ON MAY 19, 2015
BMO FUNDS, INC.
AMENDMENT NO. 42
TO
ARTICLES OF INCORPORATION
The undersigned officer of BMO Funds, Inc. (the Corporation) hereby certifies that in accordance with Section 180.1003 of the Wisconsin Statutes, the following Amendment of the Corporations Articles of Incorporation, as amended (the Articles) was duly adopted to terminate the existing series Y shares of the BMO Low Volatility Equity Fund and the BMO TCH Intermediate Income 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
OF SHARES |
||
Investor Class |
||||
BMO Large-Cap Value Fund |
Series Y | Indefinite | ||
BMO Mortgage Income 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 | ||
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 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 Pyrford International Stock Fund |
Series Y | Indefinite | ||
BMO Short Tax-Free Fund |
Series Y | Indefinite | ||
BMO Growth Allocation Fund |
Series Y | Indefinite | ||
BMO Aggressive Allocation Fund |
Series Y | Indefinite | ||
BMO Conservative Allocation Fund |
Series Y | Indefinite | ||
BMO Balanced Allocation Fund |
Series Y | Indefinite | ||
BMO Moderate Allocation Fund |
Series Y | Indefinite |
CLASS |
SERIES |
AUTHORIZED
OF SHARES |
||
BMO Target Retirement 2010 Fund |
Series Y | Indefinite | ||
BMO Target Retirement 2020 Fund |
Series Y | Indefinite | ||
BMO Target Retirement 2030 Fund |
Series Y | Indefinite | ||
BMO Target Retirement 2040 Fund |
Series Y | Indefinite | ||
BMO Target Retirement 2050 Fund |
Series Y | Indefinite | ||
BMO Target Retirement 2015 Fund |
Series Y | Indefinite | ||
BMO Target Retirement 2025 Fund |
Series Y | Indefinite | ||
BMO Target Retirement 2035 Fund |
Series Y | Indefinite | ||
BMO Target Retirement 2045 Fund |
Series Y | Indefinite | ||
BMO Target Retirement 2055 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 Mortgage Income Fund |
Series I | Indefinite | ||
BMO TCH Intermediate Income 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 LGM 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 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 International Stock Fund |
Series I | Indefinite | ||
BMO Low Volatility Equity Fund |
Series I | Indefinite | ||
BMO Short Tax-Free Fund |
Series I | Indefinite | ||
BMO TCH Emerging Markets Bond Fund |
Series I | Indefinite | ||
BMO Growth Allocation Fund |
Series I | Indefinite | ||
BMO Aggressive Allocation Fund |
Series I | Indefinite | ||
BMO Conservative Allocation Fund |
Series I | Indefinite | ||
BMO Balanced Allocation Fund |
Series I | Indefinite | ||
BMO Moderate Allocation Fund |
Series I | Indefinite | ||
BMO Target Retirement 2010 Fund |
Series I | Indefinite | ||
BMO Target Retirement 2020 Fund |
Series I | Indefinite | ||
BMO Target Retirement 2030 Fund |
Series I | Indefinite |
2
CLASS |
SERIES |
AUTHORIZED
OF SHARES |
||
BMO Target Retirement 2040 Fund |
Series I | Indefinite | ||
BMO Target Retirement 2050 Fund |
Series I | Indefinite | ||
BMO Global Low Volatility Equity Fund |
Series I | Indefinite | ||
BMO Target Retirement 2015 Fund |
Series I | Indefinite | ||
BMO Target Retirement 2025 Fund |
Series I | Indefinite | ||
BMO Target Retirement 2035 Fund |
Series I | Indefinite | ||
BMO Target Retirement 2045 Fund |
Series I | Indefinite | ||
BMO Target Retirement 2055 Fund |
Series I | Indefinite | ||
BMO Small-Cap Core Fund |
Series I | Indefinite | ||
BMO Pyrford Global Equity Fund |
Series I | Indefinite | ||
BMO Multi-Asset Income Fund |
Series I | Indefinite | ||
BMO Alternative Strategies Fund |
Series I | Indefinite | ||
Class A |
||||
BMO Low Volatility Equity Fund |
Series A | Indefinite | ||
BMO Dividend Income Fund |
Series A | Indefinite | ||
BMO Large-Cap Value Fund |
Series A | Indefinite | ||
BMO Large-Cap Growth Fund |
Series A | Indefinite | ||
BMO Mid-Cap Value Fund |
Series A | Indefinite | ||
BMO Mid-Cap Growth Fund |
Series A | Indefinite | ||
BMO Small-Cap Value Fund |
Series A | Indefinite | ||
BMO Small-Cap Core Fund |
Series A | Indefinite | ||
BMO Global Low Volatility Equity Fund |
Series A | Indefinite | ||
BMO Pyrford Global Equity Fund |
Series A | Indefinite | ||
BMO Pyrford International Stock Fund |
Series A | Indefinite | ||
BMO LGM Emerging Markets Equity Fund |
Series A | Indefinite | ||
BMO TCH Emerging Markets Bond Fund |
Series A | Indefinite | ||
BMO Ultra Short Tax-Free Fund |
Series A | Indefinite | ||
BMO Short Tax-Free Fund |
Series A | Indefinite | ||
BMO Short-Term Income Fund |
Series A | Indefinite | ||
BMO Intermediate Tax-Free Fund |
Series A | Indefinite | ||
BMO Mortgage Income Fund |
Series A | Indefinite | ||
BMO TCH Intermediate Income Fund |
Series A | Indefinite | ||
BMO TCH Corporate Income Fund |
Series A | Indefinite | ||
BMO TCH Core Plus Bond Fund |
Series A | Indefinite | ||
BMO Monegy High Yield Bond Fund |
Series A | Indefinite | ||
BMO Multi-Asset Income Fund |
Series A | Indefinite | ||
BMO Alternative Strategies Fund |
Series A | Indefinite | ||
Retirement Class |
||||
BMO Growth Allocation Fund |
Series R3 | Indefinite | ||
BMO Aggressive Allocation Fund |
Series R3 | Indefinite | ||
BMO Conservative Allocation Fund |
Series R3 | Indefinite |
3
CLASS |
SERIES |
AUTHORIZED
OF SHARES |
||
BMO Balanced Allocation Fund |
Series R3 | Indefinite | ||
BMO Moderate Allocation Fund |
Series R3 | Indefinite | ||
BMO Target Retirement 2010 Fund |
Series R3 | Indefinite | ||
BMO Target Retirement 2020 Fund |
Series R3 | Indefinite | ||
BMO Target Retirement 2030 Fund |
Series R3 | Indefinite | ||
BMO Target Retirement 2040 Fund |
Series R3 | Indefinite | ||
BMO Target Retirement 2050 Fund |
Series R3 | Indefinite | ||
BMO Target Retirement 2015 Fund |
Series R3 | Indefinite | ||
BMO Target Retirement 2025 Fund |
Series R3 | Indefinite | ||
BMO Target Retirement 2035 Fund |
Series R3 | Indefinite | ||
BMO Target Retirement 2045 Fund |
Series R3 | Indefinite | ||
BMO Target Retirement 2055 Fund |
Series R3 | Indefinite | ||
BMO Mid-Cap Value Fund |
Series R3 | Indefinite | ||
BMO Mid-Cap Growth Fund |
Series R3 | Indefinite | ||
BMO Small-Cap Value Fund |
Series R3 | Indefinite | ||
BMO Pyrford International Stock Fund |
Series R3 | Indefinite | ||
BMO Growth Allocation Fund |
Series R6 | Indefinite | ||
BMO Aggressive Allocation Fund |
Series R6 | Indefinite | ||
BMO Conservative Allocation Fund |
Series R6 | Indefinite | ||
BMO Balanced Allocation Fund |
Series R6 | Indefinite | ||
BMO Moderate Allocation Fund |
Series R6 | Indefinite | ||
BMO Target Retirement 2010 Fund |
Series R6 | Indefinite | ||
BMO Target Retirement 2020 Fund |
Series R6 | Indefinite | ||
BMO Target Retirement 2030 Fund |
Series R6 | Indefinite | ||
BMO Target Retirement 2040 Fund |
Series R6 | Indefinite | ||
BMO Target Retirement 2050 Fund |
Series R6 | Indefinite | ||
BMO Target Retirement 2015 Fund |
Series R6 | Indefinite | ||
BMO Target Retirement 2025 Fund |
Series R6 | Indefinite | ||
BMO Target Retirement 2035 Fund |
Series R6 | Indefinite | ||
BMO Target Retirement 2045 Fund |
Series R6 | Indefinite | ||
BMO Target Retirement 2055 Fund |
Series R6 | Indefinite | ||
BMO Mid-Cap Value Fund |
Series R6 | Indefinite | ||
BMO Mid-Cap Growth Fund |
Series R6 | Indefinite | ||
BMO Small-Cap Value Fund |
Series R6 | Indefinite | ||
BMO Pyrford International Stock Fund |
Series R6 | Indefinite |
This Amendment to the Articles of Incorporation of the Corporation was authorized by the Board of Directors on February 4, 2015 and by the shareholders of each Fund on May 18, 2015 in accordance with Section 180.1003 of the Wisconsin Statutes.
4
Executed this 18th day of May 2015.
BMO FUNDS, INC. | ||
By: | /s/ John M. Blaser | |
John M. Blaser | ||
President |
This instrument was drafted by:
Laura A. Bautista
Godfrey & Kahn, S.C.
780 N. Water Street
Milwaukee, Wisconsin 53202
5
Exhibit (a)(44)
BMO FUNDS, INC.
AMENDMENT NO. 43
TO
ARTICLES OF INCORPORATION
The undersigned officer of BMO Funds, Inc. (the Corporation) hereby certifies that in accordance with Section 180.1002 of the Wisconsin Statutes, the following Amendment of the Corporations Articles of Incorporation, as amended (the Articles) was duly adopted to create the BMO Disciplined International Equity Fund and the BMO Global Long/Short Equity Fund, each as an additional class of common stock with Series A, Series I, Series R3, and Series R6 series of shares.
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 Mortgage Income 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 | ||
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 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 Pyrford International Stock Fund |
Series Y | Indefinite | ||
BMO Short Tax-Free Fund |
Series Y | Indefinite | ||
BMO Growth Allocation Fund |
Series Y | Indefinite | ||
BMO Aggressive Allocation Fund |
Series Y | Indefinite | ||
BMO Conservative Allocation Fund |
Series Y | Indefinite | ||
BMO Balanced Allocation Fund |
Series Y | Indefinite | ||
BMO Moderate Allocation Fund |
Series Y | Indefinite | ||
BMO Target Retirement 2010 Fund |
Series Y | Indefinite |
CLASS |
SERIES |
AUTHORIZED NUMBER OF SHARES |
||
BMO Target Retirement 2020 Fund |
Series Y | Indefinite | ||
BMO Target Retirement 2030 Fund |
Series Y | Indefinite | ||
BMO Target Retirement 2040 Fund |
Series Y | Indefinite | ||
BMO Target Retirement 2050 Fund |
Series Y | Indefinite | ||
BMO Target Retirement 2015 Fund |
Series Y | Indefinite | ||
BMO Target Retirement 2025 Fund |
Series Y | Indefinite | ||
BMO Target Retirement 2035 Fund |
Series Y | Indefinite | ||
BMO Target Retirement 2045 Fund |
Series Y | Indefinite | ||
BMO Target Retirement 2055 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 Mortgage Income Fund |
Series I | Indefinite | ||
BMO TCH Intermediate Income 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 LGM 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 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 International Stock Fund |
Series I | Indefinite | ||
BMO Low Volatility Equity Fund |
Series I | Indefinite | ||
BMO Short Tax-Free Fund |
Series I | Indefinite | ||
BMO TCH Emerging Markets Bond Fund |
Series I | Indefinite | ||
BMO Growth Allocation Fund |
Series I | Indefinite | ||
BMO Aggressive Allocation Fund |
Series I | Indefinite | ||
BMO Conservative Allocation Fund |
Series I | Indefinite | ||
BMO Balanced Allocation Fund |
Series I | Indefinite | ||
BMO Moderate Allocation Fund |
Series I | Indefinite | ||
BMO Target Retirement 2010 Fund |
Series I | Indefinite | ||
BMO Target Retirement 2020 Fund |
Series I | Indefinite | ||
BMO Target Retirement 2030 Fund |
Series I | Indefinite | ||
BMO Target Retirement 2040 Fund |
Series I | Indefinite |
2
CLASS |
SERIES |
AUTHORIZED NUMBER OF SHARES |
||
BMO Target Retirement 2050 Fund |
Series I | Indefinite | ||
BMO Global Low Volatility Equity Fund |
Series I | Indefinite | ||
BMO Target Retirement 2015 Fund |
Series I | Indefinite | ||
BMO Target Retirement 2025 Fund |
Series I | Indefinite | ||
BMO Target Retirement 2035 Fund |
Series I | Indefinite | ||
BMO Target Retirement 2045 Fund |
Series I | Indefinite | ||
BMO Target Retirement 2055 Fund |
Series I | Indefinite | ||
BMO Small-Cap Core Fund |
Series I | Indefinite | ||
BMO Pyrford Global Equity Fund |
Series I | Indefinite | ||
BMO Multi-Asset Income Fund |
Series I | Indefinite | ||
BMO Alternative Strategies Fund |
Series I | Indefinite | ||
BMO Disciplined International Equity Fund |
Series I | Indefinite | ||
BMO Global Long/Short Equity Fund |
Series I | Indefinite | ||
Class A |
||||
BMO Low Volatility Equity Fund |
Series A | Indefinite | ||
BMO Dividend Income Fund |
Series A | Indefinite | ||
BMO Large-Cap Value Fund |
Series A | Indefinite | ||
BMO Large-Cap Growth Fund |
Series A | Indefinite | ||
BMO Mid-Cap Value Fund |
Series A | Indefinite | ||
BMO Mid-Cap Growth Fund |
Series A | Indefinite | ||
BMO Small-Cap Value Fund |
Series A | Indefinite | ||
BMO Small-Cap Core Fund |
Series A | Indefinite | ||
BMO Global Low Volatility Equity Fund |
Series A | Indefinite | ||
BMO Pyrford Global Equity Fund |
Series A | Indefinite | ||
BMO Pyrford International Stock Fund |
Series A | Indefinite | ||
BMO LGM Emerging Markets Equity Fund |
Series A | Indefinite | ||
BMO TCH Emerging Markets Bond Fund |
Series A | Indefinite | ||
BMO Ultra Short Tax-Free Fund |
Series A | Indefinite | ||
BMO Short Tax-Free Fund |
Series A | Indefinite | ||
BMO Short-Term Income Fund |
Series A | Indefinite | ||
BMO Intermediate Tax-Free Fund |
Series A | Indefinite | ||
BMO Mortgage Income Fund |
Series A | Indefinite | ||
BMO TCH Intermediate Income Fund |
Series A | Indefinite | ||
BMO TCH Corporate Income Fund |
Series A | Indefinite | ||
BMO TCH Core Plus Bond Fund |
Series A | Indefinite | ||
BMO Monegy High Yield Bond Fund |
Series A | Indefinite | ||
BMO Multi-Asset Income Fund |
Series A | Indefinite | ||
BMO Alternative Strategies Fund |
Series A | Indefinite | ||
BMO Disciplined International Equity Fund |
Series A | Indefinite | ||
BMO Global Long/Short Equity Fund |
Series A | Indefinite |
3
CLASS |
SERIES |
AUTHORIZED NUMBER OF SHARES |
||
Class R3 |
||||
BMO Growth Allocation Fund |
Series R3 | Indefinite | ||
BMO Aggressive Allocation Fund |
Series R3 | Indefinite | ||
BMO Conservative Allocation Fund |
Series R3 | Indefinite | ||
BMO Balanced Allocation Fund |
Series R3 | Indefinite | ||
BMO Moderate Allocation Fund |
Series R3 | Indefinite | ||
BMO Target Retirement 2010 Fund |
Series R3 | Indefinite | ||
BMO Target Retirement 2020 Fund |
Series R3 | Indefinite | ||
BMO Target Retirement 2030 Fund |
Series R3 | Indefinite | ||
BMO Target Retirement 2040 Fund |
Series R3 | Indefinite | ||
BMO Target Retirement 2050 Fund |
Series R3 | Indefinite | ||
BMO Target Retirement 2015 Fund |
Series R3 | Indefinite | ||
BMO Target Retirement 2025 Fund |
Series R3 | Indefinite | ||
BMO Target Retirement 2035 Fund |
Series R3 | Indefinite | ||
BMO Target Retirement 2045 Fund |
Series R3 | Indefinite | ||
BMO Target Retirement 2055 Fund |
Series R3 | Indefinite | ||
BMO Mid-Cap Value Fund |
Series R3 | Indefinite | ||
BMO Mid-Cap Growth Fund |
Series R3 | Indefinite | ||
BMO Small-Cap Value Fund |
Series R3 | Indefinite | ||
BMO Pyrford International Stock Fund |
Series R3 | Indefinite | ||
BMO Disciplined International Equity Fund |
Series R3 | Indefinite | ||
BMO Global Long/Short Equity Fund |
Series R3 | Indefinite | ||
Class R6 |
||||
BMO Growth Allocation Fund |
Series R6 | Indefinite | ||
BMO Aggressive Allocation Fund |
Series R6 | Indefinite | ||
BMO Conservative Allocation Fund |
Series R6 | Indefinite | ||
BMO Balanced Allocation Fund |
Series R6 | Indefinite | ||
BMO Moderate Allocation Fund |
Series R6 | Indefinite | ||
BMO Target Retirement 2010 Fund |
Series R6 | Indefinite | ||
BMO Target Retirement 2020 Fund |
Series R6 | Indefinite | ||
BMO Target Retirement 2030 Fund |
Series R6 | Indefinite | ||
BMO Target Retirement 2040 Fund |
Series R6 | Indefinite | ||
BMO Target Retirement 2050 Fund |
Series R6 | Indefinite | ||
BMO Target Retirement 2015 Fund |
Series R6 | Indefinite | ||
BMO Target Retirement 2025 Fund |
Series R6 | Indefinite | ||
BMO Target Retirement 2035 Fund |
Series R6 | Indefinite | ||
BMO Target Retirement 2045 Fund |
Series R6 | Indefinite | ||
BMO Target Retirement 2055 Fund |
Series R6 | Indefinite | ||
BMO Mid-Cap Value Fund |
Series R6 | Indefinite | ||
BMO Mid-Cap Growth Fund |
Series R6 | Indefinite | ||
BMO Small-Cap Value Fund |
Series R6 | Indefinite | ||
BMO Pyrford International Stock Fund |
Series R6 | Indefinite |
4
CLASS |
SERIES |
AUTHORIZED NUMBER OF SHARES |
||
BMO Disciplined International Equity Fund |
Series R6 | Indefinite | ||
BMO Global Long/Short Equity Fund |
Series R6 | Indefinite |
This Amendment to the Articles of Incorporation of the Corporation was authorized by the Board of Directors on August 12, 2015 in accordance with Sections 180.1002(8) and 180.0602(1)(a) and (b) of the Wisconsin Statutes. Shareholder approval was not required. Prior to this Amendment, none of the shares of the BMO Disciplined International Equity Fund or of the BMO Global Long/Short Equity Fund have been issued.
Executed this 14th day of August 2015.
BMO FUNDS, INC. | ||
By: | /s/ John M. Blaser | |
John M. Blaser | ||
President |
This instrument was drafted by:
Pamela M. Krill
Godfrey & Kahn, S.C.
780 N. Water Street
Milwaukee, Wisconsin 53202
5
Exhibit (d)(2)
AMENDED AND RESTATED
SCHEDULE A
(as of , 2015)
BMO Funds
Portfolio |
Effective Date |
Initial Term* |
||
BMO Low Volatility Equity Fund |
September 27, 2012 | August 31, 2013 | ||
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 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 LGM Emerging Markets Equity Fund |
October 6, 2011 | August 31, 2012 | ||
BMO Ultra Short Tax-Free Fund |
October 6, 2011 | August 31, 2012 | ||
BMO Short Tax-Free Fund |
September 27, 2012 | August 31, 2013 | ||
BMO Short-Term Income Fund |
October 6, 2011 | August 31, 2012 | ||
BMO TCH Intermediate Income Fund |
October 6, 2011 | August 31, 2012 | ||
BMO Intermediate Tax-Free Fund |
October 6, 2011 | August 31, 2012 | ||
BMO Mortgage Income Fund |
October 6, 2011 | August 31, 2012 | ||
BMO TCH Corporate Income 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 TCH Emerging Markets Bond Fund |
September 27, 2012 | August 31, 2013 | ||
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 | ||
BMO Target Retirement 2010 Fund |
August 29, 2013 | August 29, 2015 | ||
BMO Target Retirement 2020 Fund |
August 29, 2013 | August 29, 2015 | ||
BMO Target Retirement 2030 Fund |
August 29, 2013 | August 29, 2015 | ||
BMO Target Retirement 2040 Fund |
August 29, 2013 | August 29, 2015 | ||
BMO Target Retirement 2050 Fund |
August 29, 2013 | August 29, 2015 | ||
BMO Global Low Volatility Equity Fund |
September 30, 2013 | August 31, 2015 |
Portfolio |
Effective Date |
Initial Term* |
||
BMO Target Retirement 2015 Fund |
December 27, 2013 | August 31, 2015 | ||
BMO Target Retirement 2025 Fund |
December 27, 2013 | August 31, 2015 | ||
BMO Target Retirement 2035 Fund |
December 27, 2013 | August 31, 2015 | ||
BMO Target Retirement 2045 Fund |
December 27, 2013 | August 31, 2015 | ||
BMO Target Retirement 2055 Fund |
December 27, 2013 | August 31, 2015 | ||
BMO Small-Cap Core Fund |
December 27, 2013 | August 31, 2015 | ||
BMO Pyrford Global Equity Fund |
December 27, 2013 | August 31, 2015 | ||
BMO Multi-Asset Income Fund |
December 27, 2013 | August 31, 2015 | ||
BMO Conservative Allocation Fund |
May 30, 2014 | August 31, 2015 | ||
BMO Moderate Allocation Fund |
May 30, 2014 | August 31, 2015 | ||
BMO Balanced Allocation Fund |
May 30, 2014 | August 31, 2015 | ||
BMO Growth Allocation Fund |
May 30, 2014 | August 31, 2015 | ||
BMO Aggressive Allocation Fund |
May 30, 2014 | August 31, 2015 | ||
BMO Alternative Strategies Fund |
December 15, 2014 | August 31, 2015 | ||
BMO Disciplined International Equity Fund |
, 2015 | , 2017 | ||
BMO Global Long/Short Equity Fund |
, 2015 | , 2017 |
* After the Initial Term, the Agreement may continue in effect for successive periods of one year as provided in Section 10 of the Agreement.
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 Portfolios 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 Low Volatility Equity Fund |
0.50% | 0.49% | 0.45% | 0.40% | ||||
BMO Large-Cap Value Fund |
0.70% | 0.65% | 0.60% | 0.55% | ||||
BMO Dividend Income Fund |
0.50% | 0.49% | 0.45% | 0.40% | ||||
BMO Large-Cap Growth Fund |
0.70% | 0.65% | 0.60% | 0.55% | ||||
BMO Mid-Cap Value Fund |
0.685% | 0.67% | 0.57% | 0.51% | ||||
BMO Mid-Cap Growth Fund |
0.685% | 0.67% | 0.57% | 0.51% | ||||
BMO Small-Cap Value Fund |
0.685% | 0.68% | 0.62% | 0.61% | ||||
BMO Small-Cap Growth Fund |
0.95% | 0.90% | 0.90% | 0.90% | ||||
BMO Pyrford International Stock Fund |
0.735% | 0.72% | 0.62% | 0.56% | ||||
BMO LGM Emerging Markets Equity Fund |
0.90% | 0.89% | 0.85% | 0.80% | ||||
BMO Global Low Volatility Equity Fund |
0.65% | 0.64% | 0.60% | 0.55% | ||||
Annual Investment Advisory Fee as a Percentage of
Each Portfolios Aggregate Daily Net Assets |
||||||||
Portfolio |
on the first
$100 million |
on the next
$150 million |
on the next
$250 million |
in excess of
$500 million |
||||
BMO TCH Emerging Markets Bond Fund |
0.55% | 0.55% | 0.55% | 0.55% | ||||
BMO Ultra Short Tax-Free Fund |
0.20% | 0.19% | 0.17% | 0.10% | ||||
BMO Short Tax-Free Fund |
0.20% | 0.19% | 0.17% | 0.15% | ||||
BMO Short-Term Income Fund |
0.20% | 0.19% | 0.17% | 0.10% | ||||
BMO TCH Intermediate Income Fund |
0.25% | 0.20% | 0.20% | 0.20% | ||||
BMO Intermediate Tax-Free Fund |
0.25% | 0.16% | 0.12% | 0.10% | ||||
BMO Mortgage Income Fund |
0.25% | 0.20% | 0.20% | 0.20% | ||||
BMO TCH Corporate Income Fund |
0.20% | 0.19% | 0.15% | 0.10% | ||||
BMO TCH Core Plus Bond Fund |
0.25% | 0.16% | 0.12% | 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 Portfolios Aggregate Daily Net Assets |
||||||
Portfolio |
on the first $1 billion |
on the next $1 billion |
in excess
|
|||
BMO Small-Cap Core Fund |
0.65% | 0.625% | 0.60% | |||
BMO Pyrford Global Equity Fund |
0.60% | 0.575% | 0.55% | |||
BMO Multi-Asset Income Fund |
0.25% | 0.225% | 0.20% | |||
BMO Alternative Strategies Fund |
1.70% | 1.675% | 1.65% | |||
BMO Disciplined International Equity Fund |
0.60% | 0.575% | 0.55% | |||
BMO Global Long/Short Equity Fund |
1.00% | 0.975% | 0.95% |
Annual Investment Advisory Fee as a Percentage of
Each Portfolios Aggregate Daily Net Assets |
||||||||||
Portfolio |
on the first $2 billion |
on the next
|
on the next
|
on the next
|
in excess
|
|||||
BMO Government Money Market Fund |
0.200% | 0.185% | 0.170% | 0.155% | 0.140% | |||||
BMO Tax-Free Money Market Fund |
0.200% | 0.185% | 0.170% | 0.155% | 0.140% | |||||
BMO 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.
No investment advisory fee shall be payable to the Adviser with respect to the following portfolios of the Fund:
Effective this day of , 2015.
BMO Funds, Inc. |
BMO Asset Management Corp. |
|||||||||
By: |
|
By: |
|
|||||||
Name: John M. Blaser |
Name: Barry S. McInerney |
|||||||||
Title: President |
Title: Chief Executive Officer |
|||||||||
BMO Asset Management Corp. |
||||||||||
By: |
|
|||||||||
Name: Steven J. Arquilla |
||||||||||
Title: Chief Operating Officer |
Exhibit (e)(2)
Amended and Restated Schedule A to the Distribution Agreement by and between
BMO Funds, Inc. and BMO Investment Distributors, LLC
Names of Funds
BMO Low Volatility Equity Fund
BMO Large-Cap Value Fund
BMO Dividend Income 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 Pyrford International Stock Fund
BMO LGM Emerging Markets Equity Fund
BMO Ultra Short Tax-Free Fund
BMO Short Tax-Free Fund
BMO Short-Term Income Fund
BMO TCH Intermediate Income Fund
BMO Intermediate Tax-Free Fund
BMO Mortgage Income Fund
BMO TCH Corporate Income Fund
BMO TCH Core Plus Bond Fund
BMO Monegy High Yield Bond Fund
BMO TCH Emerging Markets Bond Fund
BMO Government Money Market Fund
BMO Tax-Free Money Market Fund
BMO Prime Money Market Fund
BMO Target Retirement 2010 Fund
BMO Target Retirement 2020 Fund
BMO Target Retirement 2030 Fund
BMO Target Retirement 2040 Fund
BMO Target Retirement 2050 Fund
BMO Conservative Allocation Fund
BMO Moderate Allocation Fund
BMO Balanced Allocation Fund
BMO Growth Allocation Fund
BMO Aggressive Allocation Fund
BMO Global Low Volatility Equity Fund
BMO Target Retirement 2015 Fund
BMO Target Retirement 2025 Fund
BMO Target Retirement 2035 Fund
BMO Target Retirement 2045 Fund
BMO Target Retirement 2055 Fund
BMO Small-Cap Core Fund
BMO Pyrford Global Equity Fund
BMO Multi-Asset Income Fund
BMO Alternative Strategies Fund
BMO Disciplined International Equity Fund
BMO Global Long/Short Equity Fund
2
Exhibit (g)(6)
AMENDMENT TO CUSTODIAN AGREEMENT
This Amendment (the Amendment) to the Custodian Agreement is made as of , 2015 by and between BMO Funds (the Fund) on behalf of the portfolios listed on Appendix A, as amended from time to time, (each, a Portfolio and collectively, the Portfolios) and State Street Bank and Trust Company (the Custodian), a trust company established under the laws of Massachusetts with a principal place of business in Boston, Massachusetts. Capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Custodian Agreement referred to below.
WHEREAS, the Fund and Investors Bank & Trust Company (IBT) entered into a Custodian Agreement dated September 1, 2004, as amended (the Custodian Agreement);
WHEREAS, IBT merged with and into the Custodian, effective July 2, 2007, with the result that the Custodian now serves as custodian under the Custodian Agreement;
WHEREAS, the Fund has requested the Custodian enter into this Amendment and the Custodian has agreed to do so, notwithstanding that the Custodian Agreement is not identical to the form of custodian agreement customarily entered into by the Custodian as custodian, in order that the services to be provided to each Portfolio by the Custodian, as successor by merger to IBT, may continue to be provided to each Portfolio in a consistent manner;
WHEREAS, the parties hereto wish to amend the Custodian Agreement as set forth below.
NOW THEREFORE, in consideration of the mutual agreements herein contained, the parties agree as follows:
1. Amendments.
Appendix A to the Custodian Agreement is hereby amended by deleting such Appendix A in its entirety and inserting in lieu thereof the attached Appendix A.
2. Miscellaneous.
(a) As amended and supplemented hereby, the Custodian Agreement shall remain in full force and effect.
(b) This Amendment may be executed in two or more counterparts, each of which shall be deemed original, but all of which together shall constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be executed in its name and on its behalf by a duly authorized officer as of the date set forth above.
BMO FUNDS, INC. |
STATE STREET BANK AND TRUST COMPANY |
|||||||||
By: |
|
By: |
|
|||||||
Name: Title: |
Name: Title: |
APPENDIX A
Portfolio
BMO Pyrford International Stock Fund
BMO LGM Emerging Markets Equity Fund
BMO TCH Emerging Markets Bond Fund
BMO Global Low Volatility Equity Fund
BMO Pyrford Global Equity Fund
BMO Alternative Strategies Fund
BMO Disciplined International Equity Fund
BMO Global Long/Short Equity Fund
Exhibit (h)(9)
NINTH AMENDMENT TO
ADMINISTRATIVE SERVICES AGREEMENT
This Amendment to the Administrative Services Agreement is effective as of this day of , 2015, between BMO Funds, Inc., a Wisconsin corporation (the Funds), and BMO Asset Management Corp., a Delaware corporation and the investment adviser to the Funds (the Adviser).
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 Administrative Services Agreement dated January 1, 2000, as amended, (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 4 of the Agreement, Compensation , is hereby amended to read in its entirety as follows:
4. Compensation . For the Administrative Services provided, the Funds hereby agree to pay and the Adviser hereby agrees to accept as full compensation for its services rendered hereunder an administrative fee:
(a) | With respect to each Fund (excluding the MONEY MARKET FUNDS) at the flat rate of 0.15% of each portfolios aggregate daily net assets (ADNA), payable daily. |
(b) | With respect to the MONEY MARKET FUNDS (as such term is defined in the Funds current prospectus) at the following annual rates based on the aggregate ADNA of the MONEY MARKET FUNDS combined, payable daily, as specified below: |
Fee |
Combined ADNA |
|
.040% |
on the first $2 billion | |
.030% |
on the next $2 billion | |
.025% |
on the next $2 billion | |
.020% |
on the next $2 billion | |
.010% |
on ADNA in excess of $8 billion |
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
BMO FUNDS, INC. | BMO ASSET MANAGEMENT CORP. | |||||||||
By: |
|
By: |
|
|||||||
Name: John M. Blaser | Name: | |||||||||
Title: President | Title: |
Exhibit (h)(11)
Twelfth Amended and Restated Schedule A
to the Sub-Administration Agreement
by and between
BMO Asset Management Corp. 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 Low Volatility Equity Fund
BMO Large-Cap Value Fund
BMO Dividend Income 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 Ultra Short Tax-Free Fund
BMO Short Tax-Free Fund
BMO Short-Term Income Fund
BMO TCH Intermediate Income Fund
BMO Intermediate Tax-Free Fund
BMO Mortgage Income Fund
BMO Pyrford International Stock Fund
BMO LGM Emerging Markets Equity Fund
BMO TCH Emerging Markets Bond Fund
BMO TCH Corporate Income 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
BMO Target Retirement 2010 Fund
BMO Target Retirement 2020 Fund
BMO Target Retirement 2030 Fund
BMO Target Retirement 2040 Fund
BMO Target Retirement 2050 Fund
BMO Conservative Allocation Fund
BMO Moderate Allocation Fund
BMO Balanced Allocation Fund
BMO Growth Allocation Fund
BMO Aggressive Allocation Fund
BMO Global Low Volatility Equity Fund
BMO Target Retirement 2015 Fund
BMO Target Retirement 2025 Fund
BMO Target Retirement 2035 Fund
BMO Target Retirement 2045 Fund
BMO Target Retirement 2055 Fund
BMO Small-Cap Core Fund
BMO Pyrford Global Equity Fund
BMO Multi-Asset Income Fund
BMO Alternative Strategies Fund
BMO Disciplined International Equity Fund
BMO Global Long/Short Equity Fund
In witness whereof, the undersigned have executed this Twelfth Amended and Restated Schedule A to the Sub-Administration Agreement between BMO Asset Management Corp. and UMB Fund Services, Inc., effective as of the day of , 2015.
UMB FUND SERVICES, INC. | BMO ASSET MANAGEMENT CORP. | |||||||||
By: |
|
By: |
|
|||||||
Name: Title: |
Name: Title: |
2
Exhibit (h)(13)
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 Mortgage Income 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 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 Pyrford International Stock Fund Class Y Shares |
0.25% | December 29, 2011 | ||
BMO Short Tax-Free Fund Class Y Shares |
0.25% | September 27, 2012 | ||
BMO Target Retirement 2010 Fund Class Y Shares |
0.25% | August 29, 2013 | ||
BMO Target Retirement 2020 Fund Class Y Shares |
0.25% | August 29, 2013 | ||
BMO Target Retirement 2030 Fund Class Y Shares |
0.25% | August 29, 2013 | ||
BMO Target Retirement 2040 Fund Class Y Shares |
0.25% | August 29, 2013 | ||
BMO Target Retirement 2050 Fund Class Y Shares |
0.25% | August 29, 2013 | ||
BMO Conservative Allocation Fund Class Y Shares |
0.25% | December 30, 2013 | ||
BMO Moderate Allocation Fund Class Y Shares |
0.25% | December 30, 2013 | ||
BMO Balanced Allocation Fund Class Y Shares |
0.25% | December 30, 2013 | ||
BMO Growth Allocation Fund Class Y Shares |
0.25% | December 30, 2013 | ||
BMO Aggressive Allocation Fund Class Y Shares |
0.25% | December 30, 2013 | ||
BMO Target Retirement 2015 Fund Class Y Shares |
0.25% | December 27, 2013 | ||
BMO Target Retirement 2025 Fund Class Y Shares |
0.25% | December 27, 2013 | ||
BMO Target Retirement 2035 Fund Class Y Shares |
0.25% | December 27, 2013 | ||
BMO Target Retirement 2045 Fund Class Y Shares |
0.25% | December 27, 2013 | ||
BMO Target Retirement 2055 Fund Class Y Shares |
0.25% | December 27, 2013 |
Executed as of this day of , 2015.
BMO FUNDS, INC. on behalf of its portfolios listed above |
BMO ASSET MANAGEMENT CORP. |
|||||||||
By: |
|
By: |
|
|||||||
Name: Title: |
John M. Blaser President |
Name: Title: |
2
Exhibit (h)(16)
SCHEDULE A
Funds and Portfolios
Effective Date: , 2015
Fund
BMO Funds, Inc., a Wisconsin corporation
Portfolios
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 Mortgage Income Fund
BMO TCH Intermediate Income 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 LGM 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 Monegy High Yield Bond Fund
BMO Low Volatility Equity Fund
BMO Short Tax-Free Fund
BMO TCH Emerging Markets Bond Fund
BMO Target Retirement 2010 Fund
BMO Target Retirement 2020 Fund
BMO Target Retirement 2030 Fund
BMO Target Retirement 2040 Fund
BMO Target Retirement 2050 Fund
BMO Conservative Allocation Fund
BMO Moderate Allocation Fund
BMO Balanced Allocation Fund
BMO Growth Allocation Fund
BMO Aggressive Allocation Fund
BMO Global Low Volatility Equity Fund
BMO Target Retirement 2015 Fund
BMO Target Retirement 2025 Fund
BMO Target Retirement 2035 Fund
BMO Target Retirement 2045 Fund
BMO Target Retirement 2055 Fund
BMO Small-Cap Core Fund
BMO Pyrford Global Equity Fund
BMO Multi-Asset Income Fund
BMO Alternative Strategies Fund
BMO Disciplined International Equity Fund
BMO Global Long/Short Equity Fund
EACH OF THE ENTITIES, INDIVIDUALLY AND NOT JOINTLY, AS LISTED ON SCHEDULE A |
BOSTON FINANCIAL DATA SERVICES, INC. |
|||||||||
By: |
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By: |
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John M. Blaser President As an Authorized Officer on behalf of each of the Funds indicated on Schedule A |
Name: Title: |
2
Exhibit (h)(18)
Tenth Amended and Restated Schedule A to the Fund Accounting Agreement
by and between BMO 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 TCH Intermediate Income Fund
BMO Intermediate Tax-Free Fund
BMO Mortgage Income Fund
BMO TCH Corporate Income Fund
BMO TCH Core Plus Bond 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 Bond Fund
BMO Dividend Income Fund
BMO Low Volatility Equity Fund
BMO Short Tax-Free Fund
BMO Target Retirement 2010 Fund
BMO Target Retirement 2020 Fund
BMO Target Retirement 2030 Fund
BMO Target Retirement 2040 Fund
BMO Target Retirement 2050 Fund
BMO Conservative Allocation Fund
BMO Moderate Allocation Fund
BMO Balanced Allocation Fund
BMO Growth Allocation Fund
BMO Aggressive Allocation Fund
BMO Target Retirement 2015 Fund
BMO Target Retirement 2025 Fund
BMO Target Retirement 2035 Fund
BMO Target Retirement 2045 Fund
BMO Target Retirement 2055 Fund
BMO Small-Cap Core Fund
BMO Multi-Asset Income Fund
In witness whereof, the undersigned have executed this Ninth Amended and Restated Schedule A to the Fund Accounting Agreement between BMO Funds, Inc. and UMB Fund Services, Inc., effective as of the day of , 2015.
UMB FUND SERVICES, INC. |
BMO FUNDS, INC. |
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By: |
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By: |
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Name: Title: |
Name: Title: |
2
Exhibit (h)(20)
Amended and Restated Appendix A to the Fund Accounting Agreement
by and between BMO Funds, Inc. and State Street Bank & Trust Company
Portfolio
BMO Pyrford International Stock Fund
BMO LGM Emerging Markets Equity Fund
BMO TCH Emerging Markets Bond Fund
BMO Global Low Volatility Equity Fund
BMO Pyrford Global Equity Fund
BMO Alternative Strategies Fund
BMO Disciplined International Equity Fund
BMO Global Long/Short Equity Fund
Exhibit (h)(22)
AMENDED AND RESTATED
SCHEDULE A
(as of , 2015)
Fund |
Expense
Limit (%) |
Date of
Expiration of
|
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BMO TCH Core Plus Bond Fund |
||||
Investor Class (Class Y) |
0.59% | 12/31/2015 | ||
Institutional Class (Class I) |
0.55% | 12/31/2015 | ||
Adviser Class (Class A) |
0.59% | 12/31/2015 | ||
BMO TCH Corporate Income Fund |
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Investor Class (Class Y) |
0.59% | 12/31/2015 | ||
Institutional Class (Class I) |
0.55% | 12/31/2015 | ||
Adviser Class (Class A) |
0.59% | 12/31/2015 | ||
BMO LGM Emerging Markets Equity Fund |
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Institutional Class (Class I) |
1.15% | 12/31/2015 | ||
Adviser Class (Class A) |
1.40% | 12/31/2015 | ||
BMO Mortgage Income Fund |
||||
Investor Class (Class Y) |
0.80% | 12/31/2015 | ||
Institutional Class (Class I) |
0.55% | 12/31/2015 | ||
Adviser Class (Class A) |
0.80% | 12/31/2015 | ||
BMO Government Money Market Fund |
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Investor Class (Class Y) |
0.45% | 12/31/2015 | ||
Institutional Class (Class I) |
0.20% | 12/31/2015 | ||
BMO Intermediate Tax-Free Fund |
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Investor Class (Class Y) |
0.55% | 12/31/2015 | ||
Institutional Class (Class I) |
0.50% | 12/31/2015 | ||
Adviser Class (Class A) |
0.55% | 12/31/2015 | ||
BMO Large-Cap Value Fund |
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Investor Class (Class Y) |
1.24% | 12/31/2015 | ||
Institutional Class (Class I) |
0.99% | 12/31/2015 | ||
Adviser Class (Class A) |
1.24% | 12/31/2015 | ||
BMO Large-Cap Growth Fund |
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Investor Class (Class Y) |
1.24% | 12/31/2015 | ||
Institutional Class (Class I) |
0.99% | 12/31/2015 | ||
Adviser Class (Class A) |
1.24% | 12/31/2015 | ||
BMO Mid-Cap Value Fund |
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Investor Class (Class Y) |
1.24% | 12/31/2015 | ||
Institutional Class (Class I) |
0.99% | 12/31/2015 | ||
Adviser Class (Class A) |
1.24% | 12/31/2015 | ||
R3 Class |
1.49% | 12/31/2015 | ||
R6 Class |
0.84% | 12/31/2015 | ||
BMO Mid-Cap Growth Fund |
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Investor Class (Class Y) |
1.24% | 12/31/2015 | ||
Institutional Class (Class I) |
0.99% | 12/31/2015 | ||
Adviser Class (Class A) |
1.24% | 12/31/2015 | ||
R3 Class |
1.49% | 12/31/2015 | ||
R6 Class |
0.84% | 12/31/2015 |
BMO Prime Money Market Fund |
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Investor Class (Class Y) |
0.45% | 12/31/2015 | ||
Institutional Class (Class I) |
0.20% | 12/31/2015 | ||
BMO TCH Intermediate Income Fund |
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Institutional Class (Class I) |
0.55% | 12/31/2015 | ||
Adviser Class (Class A) |
0.80% | 12/31/2015 | ||
BMO Short-Term Income Fund |
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Investor Class (Class Y) |
0.60% | 12/31/2015 | ||
Institutional Class (Class I) |
0.35% | 12/31/2015 | ||
Adviser Class (Class A) |
0.60% | 12/31/2015 | ||
BMO Small-Cap Value Fund |
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Institutional Class (Class I) |
0.99% | 12/31/2015 | ||
Adviser Class (Class A) |
1.24% | 12/31/2015 | ||
R3 Class |
1.49% | 12/31/2015 | ||
R6 Class |
0.84% | 12/31/2015 | ||
BMO Small-Cap Growth Fund |
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Investor Class (Class Y) |
1.44% | 12/31/2015 | ||
Institutional Class (Class I) |
1.19% | 12/31/2015 | ||
BMO Tax-Free Money Market Fund |
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Investor Class (Class Y) |
0.45% | 12/31/2015 | ||
Institutional Class (Class I) |
0.20% | 12/31/2015 | ||
BMO Ultra Short Tax-Free Fund |
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Investor Class (Class Y) |
0.55% | 12/31/2015 | ||
Institutional Class (Class I) |
0.30% | 12/31/2015 | ||
Adviser Class (Class A) |
0.55% | 12/31/2015 | ||
BMO Dividend Income Fund |
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Institutional Class (Class I) |
0.65% | 12/31/2015 | ||
Adviser Class (Class A) |
0.90% | 12/31/2015 | ||
BMO Pyrford International Stock Fund |
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Investor Class (Class Y) |
1.24% | 12/31/2015 | ||
Institutional Class (Class I) |
0.99% | 12/31/2015 | ||
Adviser Class (Class A) |
1.24% | 12/31/2015 | ||
R3 Class |
1.49% | 12/31/2015 | ||
R6 Class |
0.84% | 12/31/2015 | ||
BMO Monegy High Yield Bond Fund |
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Institutional Class (Class I) |
0.65% | 12/31/2015 | ||
Adviser Class (Class A) |
0.90% | 12/31/2015 | ||
BMO Low Volatility Equity Fund |
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Institutional Class (Class I) |
0.65% | 12/31/2015 | ||
Adviser Class (Class A) |
0.90% | 12/31/2015 | ||
BMO Short Tax-Free Fund |
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Investor Class (Class Y) |
0.55% | 12/31/2015 | ||
Institutional Class (Class I) |
0.40% | 12/31/2015 | ||
Adviser Class (Class A) |
0.55% | 12/31/2015 | ||
BMO TCH Emerging Markets Bond Fund |
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Institutional Class (Class I) |
0.85% | 12/31/2015 | ||
Adviser Class (Class A) |
1.00% | 12/31/2015 | ||
BMO Target Retirement 2010 Fund |
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Investor Class (Class Y) |
0.33% | 12/31/2015 | ||
Institutional Class (Class I) |
0.08% | 12/31/2015 | ||
R3 Class |
0.58% | 12/31/2015 | ||
R6 Class |
(0.07)% | 12/31/2015 | ||
BMO Target Retirement 2020 Fund |
2
Investor Class (Class Y) |
0.33% | 12/31/2015 | ||
Institutional Class (Class I) |
0.08% | 12/31/2015 | ||
R3 Class |
0.58% | 12/31/2015 | ||
R6 Class |
(0.07)% | 12/31/2015 | ||
BMO Target Retirement 2030 Fund |
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Investor Class (Class Y) |
0.37% | 12/31/2015 | ||
Institutional Class (Class I) |
0.12% | 12/31/2015 | ||
R3 Class |
0.62% | 12/31/2015 | ||
R6 Class |
(0.03)% | 12/31/2015 | ||
BMO Target Retirement 2040 Fund |
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Investor Class (Class Y) |
0.36% | 12/31/2015 | ||
Institutional Class (Class I) |
0.11% | 12/31/2015 | ||
R3 Class |
0.61% | 12/31/2015 | ||
R6 Class |
(0.04)% | 12/31/2015 | ||
BMO Target Retirement 2050 Fund |
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Investor Class (Class Y) |
0.36% | 12/31/2015 | ||
Institutional Class (Class I) |
0.11% | 12/31/2015 | ||
R3 Class |
0.61% | 12/31/2015 | ||
R6 Class |
(0.04)% | 12/31/2015 | ||
BMO Conservative Allocation Fund |
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Investor Class (Class Y) |
0.33% | 12/31/2015 | ||
Institutional Class (Class I) |
0.08% | 12/31/2015 | ||
R3 Class |
0.58% | 12/31/2015 | ||
R6 Class |
(0.07)% | 12/31/2015 | ||
BMO Moderate Allocation Fund |
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Investor Class (Class Y) |
0.30% | 12/31/2015 | ||
Institutional Class (Class I) |
0.05% | 12/31/2015 | ||
R3 Class |
0.55% | 12/31/2015 | ||
R6 Class |
(0.10)% | 12/31/2015 | ||
BMO Balanced Allocation Fund |
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Investor Class (Class Y) |
0.33% | 12/31/2015 | ||
Institutional Class (Class I) |
0.08% | 12/31/2015 | ||
R3 Class |
0.58% | 12/31/2015 | ||
R6 Class |
(0.07)% | 12/31/2015 | ||
BMO Growth Allocation Fund |
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Investor Class (Class Y) |
0.30% | 12/31/2015 | ||
Institutional Class (Class I) |
0.05% | 12/31/2015 | ||
R3 Class |
0.55% | 12/31/2015 | ||
R6 Class |
(0.10)% | 12/31/2015 |
3
BMO Aggressive Allocation Fund |
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Investor Class (Class Y) |
0.33% | 12/31/2015 | ||
Institutional Class (Class I) |
0.08% | 12/31/2015 | ||
R3 Class |
0.58% | 12/31/2015 | ||
R6 Class |
(0.07)% | 12/31/2015 | ||
BMO Global Low Volatility Equity Fund |
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Institutional Class (Class I) |
0.85% | 12/31/2015 | ||
Adviser Class (Class A) |
1.10% | 12/31/2015 | ||
BMO Target Retirement 2015 Fund |
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Investor Class (Class Y) |
0.33% | 12/31/2015 | ||
Institutional Class (Class I) |
0.08% | 12/31/2015 | ||
R3 Class |
0.58% | 12/31/2015 | ||
R6 Class |
(0.07)% | 12/31/2015 | ||
BMO Target Retirement 2025 Fund |
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Investor Class (Class Y) |
0.33% | 12/31/2015 | ||
Institutional Class (Class I) |
0.08% | 12/31/2015 | ||
R3 Class |
0.58% | 12/31/2015 | ||
R6 Class |
(0.07)% | 12/31/2015 | ||
BMO Target Retirement 2035 Fund |
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Investor Class (Class Y) |
0.37% | 12/31/2015 | ||
Institutional Class (Class I) |
0.12% | 12/31/2015 | ||
R3 Class |
0.62% | 12/31/2015 | ||
R6 Class |
(0.03)% | 12/31/2015 | ||
BMO Target Retirement 2045 Fund |
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Investor Class (Class Y) |
0.36% | 12/31/2015 | ||
Institutional Class (Class I) |
0.11% | 12/31/2015 | ||
R3 Class |
0.61% | 12/31/2015 | ||
R6 Class |
(0.04)% | 12/31/2015 | ||
BMO Target Retirement 2055 Fund |
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Investor Class (Class Y) |
0.36% | 12/31/2015 | ||
Institutional Class (Class I) |
0.11% | 12/31/2015 | ||
R3 Class |
0.61% | 12/31/2015 | ||
R6 Class |
(0.04)% | 12/31/2015 | ||
BMO Small-Cap Core Fund |
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Institutional Class (Class I) |
0.90% | 12/31/2015 | ||
Adviser Class (Class A) |
1.15% | 12/31/2015 | ||
BMO Pyrford Global Equity Fund |
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Institutional Class (Class I) |
0.90% | 12/31/2015 | ||
Adviser Class (Class A) |
1.15% | 12/31/2015 |
4
BMO Multi-Asset Income Fund |
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Institutional Class (Class I) |
0.55% | 12/31/2015 | ||
Adviser Class (Class A) |
0.80% | 12/31/2015 | ||
BMO Alternative Strategies Fund (1) |
||||
Institutional Class (Class I) |
1.95% | 12/31/2015 | ||
Adviser Class (Class A) |
2.20% | 12/31/2015 | ||
BMO Disciplined International Equity Fund |
||||
Institutional Class (Class I) |
0.90% | 12/31/2016 | ||
Adviser Class (Class A) |
1.15% | 12/31/2016 | ||
R3 Class |
1.40% | 12/31/2016 | ||
R6 Class |
0.75% | 12/31/2016 | ||
BMO Global Long/Short Equity Fund (1) |
||||
Institutional Class (Class I) |
1.35% | 12/31/2016 | ||
Adviser Class (Class A) |
1.60% | 12/31/2016 | ||
R3 Class |
1.85% | 12/31/2016 | ||
R6 Class |
1.20% | 12/31/2016 |
(1) | Notwithstanding Section 1.1 of the Amended and Restated Expense Limitation Agreement, in determining whether the ordinary operating expenses incurred by a class of the Fund exceed the percentage of average daily net assets of each class of the Fund set forth in this Schedule A, the ordinary operating expenses incurred by each class of the Fund in any fiscal year shall also exclude dividend and interest expense. |
5
780 NORTH WATER STREET MILWAUKEE, WISCONSIN 53202-3590
TEL 414.273.3500 FAX 414.273.5198
www GKLAW.COM |
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August 26, 2015
BMO Asset Management Corp.
115 South LaSalle Street
Chicago, Illinois 60603
RE: | BMO Disciplined International Equity Fund and BMO Global Long/Short Equity Fund |
Ladies and Gentlemen:
We have acted as Wisconsin corporate counsel for you in connection with the sale by BMO Funds, Inc. (the Company) of an indefinite number of shares (the Shares) of common stock, $.0001 par value, of Series A, Series I, Series R3 and Series R6 shares of the BMO Disciplined International Equity Fund and BMO Global Long/Short Equity Fund (each, a Fund) in the manner set forth in the Companys Registration Statement on Form N-1A (the Registration Statement) (and the Prospectus of the Funds included therein).
In connection with this opinion, we have examined: (a) the Registration Statement (and the Prospectus of the Funds included therein), (b) the Companys Articles of Incorporation, as amended, and Amended and Restated By-Laws, (c) certain resolutions of the Companys Board of Directors and (d) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion. In conducting such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the original documents of all documents submitted to us as copies.
Based upon the foregoing, we are of the opinion that the Shares, when sold as contemplated in the Registration Statement, will be validly issued, fully paid and non-assessable.
For purposes of rendering this opinion, we have assumed that: (a) the Registration Statement remains effective; (b) all offers and sales of the Shares will be conducted in accordance with the Registration Statement and in compliance with applicable prospectus delivery requirements and state securities laws; (c) the Shares will be issued in accordance with the Companys Articles of Incorporation, as amended, Amended and Restated By-Laws, and resolutions of the Companys Board of Directors relating to the creation, authorization and issuance of the Shares; and (d) the Shares will be issued and sold for consideration based upon their net asset value on the date of their respective issuances and all consideration for such Shares will actually be received by the Company.
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 or within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Godfrey & Kahn, S.C.
GODFREY & KAHN, S.C.
OFFICES IN MILWAUKEE, MADISON, WAUKESHA, GREEN BAY AND APPLETON, WISCONSIN AND WASHINGTON, D.C. GODFREY & KAHN, S.C. IS A MEMBER OF TERRALEX, ® A WORLDWIDE NETWORK OF INDEPENDENT LAW FIRMS.
Exhibit (m)(1)
BMO FUNDS, INC.
AMENDED AND RESTATED RULE 12B-1 PLAN
This Rule 12b-1 Plan (the Plan), adopted on August 13, 2014 by the Board of Directors of BMO Funds, Inc. (the Corporation), a Wisconsin corporation, relates to certain classes of shares (the Classes) of the portfolios of the Corporation (the Funds) set forth in the exhibit hereto as may be amended from time to time.
1. This Plan is adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the Act) so as to allow the Corporation to make payments as contemplated herein, in conjunction with the distribution of certain Classes of the Funds (the Shares).
2. This Plan is designed to finance activities of M&I Distributors, LLC (the Distributor) principally intended to result in the sale of Shares to include: (a) providing incentive to broker/dealers (the Brokers) to sell Shares and to provide administrative support services to the Funds and their shareholders; (b) compensating other participating financial institutions and other persons (the Financial Intermediaries) for providing administrative and other support services to the Funds and their shareholders; (c) paying for the costs incurred in conjunction with advertising and marketing of Shares to include expenses of preparing, printing, and distributing prospectuses and sales literature to prospective shareholders, Brokers, or Financial Intermediaries; and (d) other costs incurred in the implementation and operation of the Plan. In compensation for services provided pursuant to this Plan, the Distributor will be paid a fee in the amount and in respect of the Classes set forth on the applicable exhibit.
3. Any payment to the Distributor in accordance with this Plan will be made pursuant to the Distribution Agreement entered into by and between the Corporation, the Corporations administrator, and the Distributor. Any payments made by the Distributor to Brokers and Financial Intermediaries with funds received as compensation under this Plan will be made pursuant to a Sales and Services Agreement entered into by the Distributor and the Broker or Financial Intermediaries.
4. The Distributor has the right (i) to select, in its sole discretion, the Brokers and Financial Intermediaries to participate in the Plan, and (ii) to terminate without cause and in its sole discretion any Sales and Services Agreement.
5. Quarterly, in each year that this Plan remains in effect, the Distributor shall prepare and furnish to the Board of Directors of the Corporation, and the Board of Directors shall review, a written report of the amounts expended under the Plan and the purpose for which such expenditures were made.
6. This Plan shall become effective with respect to each Class (i) after approval by majority votes of: (a) the Corporations Board of Directors; and (b) the Directors of the Corporation who are not interested persons of the Corporation and who have no direct or indirect financial interest in the Plan (Disinterested Directors), cast in person at a meeting called for the purpose of voting on the Plan.
7. This Plan shall remain in effect with respect to each Class presently set forth on an exhibit and any subsequent Classes added pursuant to an exhibit during the initial year of this Plan for the period of one year from the date set forth on Exhibit A and B and may be continued thereafter if this Plan is approved with respect to each Class at least annually by a majority of the Corporations Board of Directors and a majority of the Disinterested Directors, cast in person at a meeting called for the purpose of voting on such Plan. If this Plan is adopted with respect to a Class after the first annual approval by the Directors as described above, this Plan will be effective as to that Class upon the date of the applicable exhibit (and after shareholder approval, if required under the Act) and will continue in effect until the next annual approval of this Plan by the Directors and thereafter for successive periods of one year subject to approval as described above.
8. All material amendments to this Plan must be approved by a vote of the Board of Directors of the Corporation and of the Disinterested Directors, cast in person at a meeting called for the purpose of voting on it.
9. This Plan may not be amended in order to increase materially the costs that the Classes may bear for distribution pursuant to the Plan without being approved by a majority vote of the outstanding voting securities of the Classes as defined in Section 2(a)(42) of the Act.
10. This Plan may be terminated with respect to a particular Class at any time by: (a) a majority vote of the Disinterested Directors; or (b) a vote of a majority of the outstanding voting securities of the particular Class as defined in Section 2(a)(42) of the Act; or (c) by the Distributor on 60 days notice to the Corporation. In the event of termination of the Plan, the Distributor shall be reimbursed only for permitted amounts incurred to the date of termination and within the limits set forth in the exhibits hereto.
11. While this Plan shall be in effect, the selection and nomination of Disinterested Directors of the Corporation shall be committed to the discretion of the Disinterested Directors then in office. Nothing herein shall prevent the involvement of others in such selection and nomination if the final decision on any such selection and nomination is approved by a majority of such Disinterested Directors.
12. All agreements with any person relating to the implementation of this Plan shall be in writing and any agreement related to this Plan shall be subject to termination, without penalty, pursuant to the provisions of Paragraph 10 herein.
13. This Plan shall be construed in accordance with and governed by the laws of the State of Wisconsin.
EXHIBIT A
to the
Rule 12b-1 Plan
BMO FUNDS, INC.
Class R3 Shares
of the
BMO Small Cap Value Fund
BMO Mid-Cap Growth Fund
BMO Mid-Cap Value Fund
BMO Pyrford International Fund
BMO Disciplined International Equity Fund
BMO Global Long/Short Equity Fund
Effective as of August 26, 2015
This Plan is adopted by BMO Funds, Inc. with respect to the Class of Shares of its portfolios set forth above.
In compensation for the services provided pursuant to this Plan, the Distributor will be paid an annual fee equal to a maximum of 0.50 of 1% of the net assets of the Class R3 Shares of the portfolios of BMO Funds, Inc. set forth above.
EXHIBIT B
to the
Rule 12b-1 Plan
BMO FUNDS, INC.
Class A Shares
of the
BMO Low Volatility Equity Fund
BMO Dividend Income Fund
BMO Large-Cap Value Fund
BMO Large-Cap Growth Fund
BMO Mid-Cap Growth Fund
BMO Mid-Cap Value Fund
BMO Small-Cap Core Fund
BMO Small-Cap Value Fund
BMO Micro-Cap Fund
BMO Global Low Volatility Equity Fund
BMO Pyrford Global Equity Fund
BMO Pyrford International Stock Fund
BMO LGM Emerging Markets Equity Fund
BMO TCH Emerging Markets Bond Fund
BMO Ultra Short Tax-Free Fund
BMO Short Tax-Free Fund
BMO Short-Term Income Fund
BMO Intermediate Tax-Free Fund
BMO Mortgage Income Fund
BMO TCH Intermediate Bond Fund
BMO TCH Corporate Income Fund
BMO TCH Core Plus Bond Fund
BMO Monegy High Yield Bond Fund
BMO Multi-Asset Income Fund
BMO Alternative Strategies Fund
BMO Disciplined International Equity Fund
BMO Global Long/Short Equity Fund
Effective as of August 26, 2015
This Plan is adopted by BMO Funds, Inc. with respect to the Class of Shares of its portfolios set forth above.
In compensation for the services provided pursuant to this Plan, the Distributor will be paid an annual fee equal to a maximum of 0.25 of 1% of the net assets of the Class A Shares of the portfolios of BMO Funds, Inc. set forth above.
Exhibit (n)(1)
BMO FUNDS, INC.
AMENDED AND RESTATED MULTIPLE CLASS PLAN
This Multiple Class Plan (Plan) is adopted on August 13, 2014 by the Board of Directors of BMO 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
BMO FUNDS, INC.
CLASS Y SHARES
BMO Prime Money Market Fund
BMO Government Money Market Fund
BMO Tax-Free Money Market 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 TCH Core Plus Bond Fund
BMO TCH Corporate Income Fund
BMO Mortgage Income Fund
BMO Intermediate Tax-Free Fund
BMO Short-Term Income Fund
BMO Ultra Short Tax-Free Fund
BMO Pyrford International Stock Fund
BMO Short Tax-Free Fund
Effective August 26, 2015
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 Fund.
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
DISTRIBUTION FEES
None
SHAREHOLDER SERVICES 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. Class Y shares of any Fund may be exchanged for a different Class of shares offered by the same Fund, provided in each circumstance that the shareholder meets the eligibility requirements and any minimum initial or subsequent investment requirements of the Class into which the shareholder seeks to exchange. These requirements are described from time to time in a Funds prospectus or statement of additional information.
EXHIBIT B
to the
Multiple Class Plan
BMO FUNDS, INC.
CLASS I SHARES
BMO Prime Money Market Fund
BMO Government Money Market Fund
BMO Tax-Free Money Market 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 LGM Emerging Markets Equity Fund
BMO TCH Core Plus Bond Fund
BMO TCH Corporate Income Fund
BMO Mortgage Income Fund
BMO TCH Intermediate Income Fund
BMO Intermediate Tax-Free Fund
BMO Short-Term Income Fund
BMO Ultra Short Tax-Free Fund
BMO Dividend Income Fund
BMO Monegy High Yield Bond Fund
BMO Pyrford International Stock Fund
BMO Low Volatility Equity Fund
BMO Short Tax-Free Fund
BMO TCH Emerging Markets Bond Fund
BMO Micro-Cap Fund
BMO Global Low Volatility Equity Fund
BMO Small-Cap Core Fund
BMO Pyrford Global Equity Fund
BMO Multi-Asset Income Fund
BMO Alternative Strategies Fund
BMO Disciplined International Equity Fund
BMO Global Long/Short Equity Fund
Effective August 26, 2015
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 and employees of BMO Financial Corp. and/or its affiliates (BMO Employees).
SALES LOAD
None
DISTRIBUTION FEES
None
SHAREHOLDER SERVICE FEES
None
MINIMUM INVESTMENTS
The minimum initial investment in Class I Shares of the BMO Prime Money Market Fund, the BMO Government Money Market Fund and the BMO Tax-Free Money Market Fund is $10 million.
The minimum initial investment in Class I Shares of each other Fund is $2 million.
The minimum initial investment amounts in Class I Shares of each Fund do not apply to BMO Employees.
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 shareholders 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 shareholders 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. Class I shares of any Fund may be exchanged for a different Class of shares offered by the same Fund, provided in each circumstance that the shareholder meets the eligibility requirements and any minimum initial or subsequent investment requirements of the Class into which the shareholder seeks to exchange. These requirements are described from time to time in a Funds prospectus or statement of additional information.
EXHIBIT C
to the
Multiple Class Plan
BMO FUNDS, INC.
CLASS A SHARES
BMO Low Volatility Equity Fund
BMO Dividend Income Fund
BMO Large-Cap Value Fund
BMO Large-Cap Growth Fund
BMO Mid-Cap Growth Fund
BMO Mid-Cap Value Fund
BMO Small-Cap Core Fund
BMO Small-Cap Value Fund
BMO Micro-Cap Fund
BMO Global Low Volatility Equity Fund
BMO Pyrford Global Equity Fund
BMO Pyrford International Stock Fund
BMO LGM Emerging Markets Equity Fund
BMO TCH Emerging Markets Bond Fund
BMO Ultra Short Tax-Free Fund
BMO Short Tax-Free Fund
BMO Short-Term Income Fund
BMO Intermediate Tax-Free Fund
BMO Mortgage Income Fund
BMO TCH Intermediate Income Fund
BMO TCH Corporate Income Fund
BMO TCH Core Plus Bond Fund
BMO Monegy High Yield Bond Fund
BMO Multi-Asset Income Fund
BMO Alternative Strategies Fund
BMO Disciplined International Equity Fund
BMO Global Long/Short Equity Fund
Effective August 26, 2015
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 A Shares of the Fund.
1. SEPARATE ARRANGEMENTS
CHANNEL/TARGET CUSTOMERS
Class A Shares are primarily designed for sale to retail customers and others who prefer to receive consultation services in connection with their investment in open-end investment company securities.
SALES LOAD
5.00% - Equity Funds and Global, International Funds (excluding the TCH Emerging Markets Bond Fund), and Alternative Strategies Fund.
3.50% - Fixed Income Funds (excluding Ultra Short Tax-Free Fund, Short Tax-Free Fund and Short-Term Income Fund) and TCH Emerging Markets Bond Fund.
2.00% - Ultra Short Tax-Free Fund, Short Tax-Free Fund, and Short-Term Income Fund.
DISTRIBUTION FEES
0.25 of 1% of the average daily net asset value of the Class A Shares of each Fund.
SHAREHOLDER SERVICES FEES
None
MINIMUM INVESTMENTS
The minimum initial investment in Class A Shares is $1,000. Subsequent investments must be in amounts of at least $50.
VOTING RIGHTS
Each Class A 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
Distribution fees are allocated equally among the Class A Shares of the Fund.
SHAREHOLDER SERVICE FEES
None
3. CONVERSION FEATURES
Class A Shares are not convertible into shares of any other class.
4. EXCHANGE FEATURES
Class A Shares of any Fund may be exchanged for Shares of other Funds of the Corporation pursuant to the conditions described in the applicable prospectus. Class A shares of any Fund may be exchanged for a different Class of shares offered by the same Fund, provided in each circumstance that the shareholder meets the eligibility requirements and any minimum initial or subsequent investment requirements of the Class into which the shareholder seeks to exchange. These requirements are described from time to time in a Funds prospectus or statement of additional information.
EXHIBIT D
to the
Multiple Class Plan
BMO FUNDS, INC.
CLASS R3 SHARES
BMO Mid-Cap Growth Fund
BMO Mid-Cap Value Fund
BMO Small-Cap Value Fund
BMO Pyrford International Stock Fund
BMO Disciplined International Equity Fund
BMO Global Long/Short Equity Fund
Effective August 26, 2015
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 R3 Shares of the Fund.
1. SEPARATE ARRANGEMENTS
CHANNEL/TARGET CUSTOMERS
Class R3 Shares are designed for sale to fee-based programs or through retirement plan intermediaries.
SALES LOAD
None
DISTRIBUTION FEES
0.50 of 1% of the average daily net asset value of the Class R3 Shares of each Fund.
SHAREHOLDER SERVICES FEES
None
VOTING RIGHTS
Each Class R3 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
Distribution fees are allocated equally among the Class R3 Shares of the Fund.
SHAREHOLDER SERVICE FEES
None
3. CONVERSION FEATURES
Class R3 Shares are not convertible into shares of any other class.
4. EXCHANGE FEATURES
Class R3 Shares of any Fund may be exchanged for Shares of other Funds of the Corporation pursuant to the conditions described in the applicable prospectus. Class R3 shares of any Fund may be exchanged for a different Class of shares offered by the same Fund, provided in each circumstance that the shareholder meets the eligibility requirements and any minimum initial or subsequent investment requirements of the Class into which the shareholder seeks to exchange. These requirements are described from time to time in a Funds prospectus or statement of additional information.
EXHIBIT E
to the
Multiple Class Plan
BMO FUNDS, INC.
CLASS R6 SHARES
BMO Mid-Cap Growth Fund
BMO Mid-Cap Value Fund
BMO Small-Cap Value Fund
BMO Pyrford International Stock Fund
BMO Disciplined International Equity Fund
BMO Global Long/Short Equity Fund
Effective August 26, 2015
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 R6 Shares of the Fund.
1. SEPARATE ARRANGEMENTS
CHANNEL/TARGET CUSTOMERS
Class R6 Shares are designed for sale to fee-based programs or through retirement plan intermediaries.
SALES LOAD
None
DISTRIBUTION FEES
None
SHAREHOLDER SERVICES FEES
None
VOTING RIGHTS
Each Class R6 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.
E-1
2. EXPENSE ALLOCATION
DISTRIBUTION FEES
None
SHAREHOLDER SERVICE FEES
None
3. CONVERSION FEATURES
Class R6 Shares are not convertible into shares of any other class.
4. EXCHANGE FEATURES
Class R6 Shares of any Fund may be exchanged for Shares of other Funds of the Corporation pursuant to the conditions described in the applicable prospectus. Class R6 shares of any Fund may be exchanged for a different Class of shares offered by the same Fund, provided in each circumstance that the shareholder meets the eligibility requirements and any minimum initial or subsequent investment requirements of the Class into which the shareholder seeks to exchange, which are described from time to time in a Funds prospectus or statement of additional information.
E-2