Table of Contents

As filed with the Securities and Exchange Commission on May 8, 2017

Securities Act Registration No. 033-48907

Investment Company Act Registration No. 811-58433

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933    ☒  
Pre-Effective Amendment No. _____    ☐  
Post-Effective Amendment No. 124    ☒  
and/or   
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940    ☒  
Amendment No. 124   

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)

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

John M. Blaser

111 East Kilbourn Avenue, Suite 200

Milwaukee, Wisconsin 53202

(Name and Address of Agent for Service)

Copies to:

Michael P. O’Hare, 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
  ☐ on (date), pursuant to paragraph (b) of Rule 485
  ☐ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
  ☐ on (date) pursuant to paragraph (a)(1) of Rule 485
  ☐ 75 days after filing pursuant to paragraph (a)(2) of Rule 485
  ☐ on (date) pursuant to paragraph (a)(2) of Rule 485

 

 

 

Table of Contents
May 8, 2017
BMO Funds
BMO Funds
Prospectus
 
BMO Pyrford International Stock Fund Class F3
BISBX
Shares of the Fund 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 Fund, 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.

 

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BMO Pyrford International Stock Fund
Investment Objective:
To provide capital appreciation.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. Investors purchasing and selling Class F3 shares may be subject to costs (including customary brokerage commissions) charged by their adviser, which are not reflected in the table below.
Shareholder Fees (fees paid directly from your investment) Class F3
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) None
Maximum Deferred Sales Charge (Load) (as a percentage of shares redeemed within 18 months of purchase) None
Redemption Fee (as a percentage of amount redeemed, for shares held less than 30 days) 2.00%
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees 0.73%
Distribution (12b-1) Fees None
Other Expenses 0.18%
Total Annual Fund Operating Expenses 0.91%
Fee Waiver and Expense Reimbursement (1) (0.12)%
Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement (1) 0.79%
(1) BMO Asset Management Corp. (Adviser) has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs, and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business, and Acquired Fund Fees and Expenses) from exceeding 0.79% for Class F3 through December 31, 2018. This expense limitation agreement may not be terminated prior to December 31, 2018 without the consent of the Fund’s 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 Fund’s operating expenses are as shown in the table and remain the same. The costs in the one-year example and for the first year of the three-, five-, and ten-year examples reflect the Adviser’s agreement to waive fees and reimburse expenses through December 31, 2018. Although your actual
costs and returns may be higher or lower, based on these assumptions your costs would be:
  Class F3
1 Year $ 81
3 Years $ 278
5 Years $ 492
10 Years $1,109
Portfolio Turnover
The Fund incurs transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 12% of the average value of its portfolio.
Principal Investment Strategies
The Fund invests at least 80% of its assets in equity securities of companies located in a number of countries outside the United States. The Fund 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 America. Although the Fund may invest in companies across all market capitalizations, the Fund invests primarily in companies that, at the time of purchase, have a minimum market capitalization of $2 billion. The Fund may at times focus its investments in one or more sectors.
The Fund’s sub-adviser is Pyrford International Ltd. (Pyrford), an affiliate of the Adviser. Pyrford seeks to minimize losses by adopting a highly defensive investment stance at times of perceived high risk, characterized by high valuation levels or high levels of financial leverage. The Fund does not target a specific volatility level, but aims to deliver volatility significantly below that of the MSCI EAFE Index by being zero weight in any country, sector, or stock that Pyrford believes has very poor value as measured by established fundamental value metrics (such as dividend yields, return on equity, and P/E ratios).
In determining where a company is located, the sub-adviser primarily relies on the country where the company is incorporated, but also may consider the country where the company’s revenues are derived and the primary market listing for the class of shares to be purchased. Although the Fund invests primarily in companies that are included in the MSCI EAFE Index, the Fund may invest up to 20% of its net assets in companies located in countries not represented in this index, including emerging market countries.
 
 
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BMO Pyrford International Stock Fund (cont.)
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.
Common Stock Risks. Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in, and perceptions of, their issuers change. Holders of common stocks are generally subject to greater risk than holders of preferred stocks and debt obligations of the same issuer because common stockholders generally have inferior rights to receive payments from issuers in comparison with the rights of preferred stockholders, bondholders, and other creditors.
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.
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.
Foreign Securities Risks. Investing in foreign securities may involve additional risks, including currency-rate fluctuations, political and economic instability, differences in financial reporting standards, less-strict regulation of the securities markets, and possible imposition of foreign withholding taxes. Furthermore, the Fund may incur higher costs and expenses when making foreign investments, which will affect the Fund’s total return.
Forward Foreign Currency Exchange Contracts Risks. Forward foreign currency exchange contracts are subject to currency risks. A forward foreign currency exchange contract also may 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.
Management Risks. Pyrford’s judgments about the attractiveness, value, and potential appreciation of the Fund’s investments may prove to be incorrect. Accordingly, no guarantee exists that the investment techniques used by the Fund’s managers will produce the desired results.
Sector Risks. Companies with similar characteristics, such as those within similar industries, may be grouped together in broad categories called sectors. To the extent the Fund invests its assets in a particular sector, the Fund’s performance may be more susceptible to any economic, business, or other developments that generally affect that sector.
Small-Cap Company Risks. Generally, the smaller the market capitalization of a company, the fewer the number of shares traded daily, the less liquid its stock and the more volatile its price. Companies with smaller market capitalizations also tend to have unproven track records, a limited product or service base, and limited access to capital. These factors also increase risks and make these companies more likely to fail than companies with larger market capitalizations.
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 Fund’s investments goes down, you may lose money. U.S. and international markets have experienced significant volatility in recent years, which may increase the risks of investing in the securities held by the Fund. Policy changes by the U.S. government and/or Federal Reserve, such as raising interest rates, also could cause increased volatility in financial markets and higher levels of shareholder redemptions, which could have a negative impact on the Fund. Adverse market events also may lead to increased shareholder redemptions, which could cause the Fund to experience a loss or difficulty in selling investments to meet such redemptions.
Fund Performance
The bar chart and table show the historical performance of the Fund’s shares and provide some indication of the risks of investing in the Fund. The bar chart shows how the Fund’s total returns before taxes have varied from year to year, while the table compares the Fund’s average annual total returns to the returns of a broad measure of market performance and an index of funds with similar investment objectives. Please keep in mind that past performance, before and after taxes, does not represent how the Fund will perform in the future. Investors
 
 
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BMO Pyrford International Stock Fund (cont.)
may obtain updated performance information for the Fund at www.bmofundsus.com.
Class I — Annual Total Returns (calendar years 2012-2015) (1)
The return for the Class I shares of the Fund from January 1, 2016 through September 30, 2016 was 6.83%.
During the periods shown in the bar chart for the Fund:
  Quarter Ended Returns
Best quarter 9/30/2013 7.11%
Worst quarter 6/30/2015 (9.28)%
Average Annual Total Returns through 12/31/15 (1)
Class I (Inception 12/29/2011) 1 Year Since
Inception
Return Before Taxes -4.08% 6.49%
Return After Taxes on Distributions -4.62% 5.97%
Return After Taxes on Distributions and Sale of Fund Shares -1.88% 5.20%
EAFE (reflects no deduction for fees, expenses or taxes) -0.39% 8.80%
LIMCCFI (reflects deduction of fees and no deduction for sales charges or taxes) -2.12% 7.75%
(1) Because Class F3 shares are new, the information provided represents returns of Class I shares. Class F3 shares would have substantially similar annual returns because the shares are invested in the same portfolio of securities. The performance of Class F3 shares is expected to be higher than Class I shares because F3 shares have lower Total Annual Fund Operating Expenses.
After-tax returns are calculated using the highest historical individual marginal federal income tax rates and do not reflect the effect of any applicable state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors holding shares through tax-deferred programs, such as IRAs or 401(k) plans. After-tax returns are shown only for Class I and after-tax returns for Class F3 will vary.
The Return After Taxes on Distributions and Sale of Fund Shares may be higher than other return figures when a capital loss is realized on the sale of Fund shares which provides an assumed tax benefit to the shareholder that increases the after-tax return.
The Morgan Stanley Capital International Europe, Australasia, Far East Index (EAFE) is a free-float adjusted market
capitalization weighted index that is designed to measure the equity market performance of developed markets, excluding the United States and Canada.
The Lipper International Multi-Cap Core Funds Index (LIMCCFI) tracks the total return performance of the 30 largest mutual funds included in this Lipper category.
Management of the Fund
Adviser. BMO Asset Management Corp.
Sub-Adviser. Pyrford International Ltd., an affiliate of the Adviser.
Portfolio Managers. Tony Cousins, Daniel McDonagh, and Paul Simons have co-managed the Fund since its inception in 2011. Mr. Cousins, Chief Executive Officer and Chief Investment Officer, joined Pyrford in 1989. Mr. McDonagh, Head of Portfolio Management, Europe & UK, joined Pyrford in 1997. Mr. Simons, Head of Portfolio Management, Asia-Pacific, joined Pyrford in 1996.
Purchase and Sale of Fund Shares
Minimums. Class F3 shares generally may be purchased only through fee-based advisory programs that have special agreements with the Fund’s distributor. Please contact your adviser for specific program minimums.
Sale of Fund Shares. You may sell (redeem) your Class F3 shares of the Fund on any day the New York Stock Exchange is open for business. Please contact your advisor for instructions specific to your program.
Tax Information
The Fund intends to make distributions that may be taxed as ordinary income or capital gains for federal income tax purposes.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
 
 
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Additional Information Regarding Principal Investment Strategies and Risks
The Fund’s investment objective is non-fundamental and may be changed without shareholder approval. In addition, the Fund has 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 the Fund’s name and will provide shareholders with at least 60 days’ notice of any change in this policy.
Additional information regarding the investment techniques used by the Fund and the risks associated with various investment strategies is provided below.
Investment Techniques
Securities Lending.   Although securities lending is not a principal investment strategy, the Fund may lend portfolio securities to borrowers that the Adviser deems creditworthy. In return, the 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 the 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.
The 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 the Fund or the borrower. The 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. The 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. In addition, the Fund may be affected adversely if the borrower is unable to furnish additional collateral or return the loaned portfolio securities when requested as required under the securities lending agreement.
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, the 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 may cause the Fund to temporarily forgo greater investment returns for the safety of
principal. When so invested, the Fund may not achieve its investment objective.
Additional Principal Risk Information
Cybersecurity Risks.   With the increased use of technologies such as the Internet to conduct business, the Fund is susceptible to operational, information security, and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber attacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber attacks also may be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users).
Cyber incidents affecting the Fund or its service providers have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Fund’s ability to calculate its NAV, impediments to trading, the inability of shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. Similar adverse consequences could result from cyber incidents affecting issuers of securities in which the Fund invests, counterparties with which the Fund engages in transactions, governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers, insurance companies and other financial institutions (including financial intermediaries and service providers for shareholders) and other parties.
In addition, substantial costs may be incurred to prevent any cyber incidents in the future. While the Fund’s service providers have established business continuity plans in the event of, and risk management systems to prevent, such cyber incidents, inherent limitations exist in such plans and systems including the possibility that certain risks have not been identified. Furthermore, the Fund cannot control the cyber security plans and systems put in place by its service providers or any other third parties whose operations may affect the Fund or its shareholders. As a result, the Fund and its shareholders could be negatively affected.
Portfolio Turnover Risks.   The Fund’s portfolio turnover rate may vary from year to year. A high portfolio rate (100% or more) may result in the realization and distribution to shareholders of a greater amount of capital gains than if the Fund had a low portfolio turnover rate. A higher tax liability may result. High
 
 
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Additional Information Regarding Principal Investment Strategies and Risks (cont.)
portfolio turnover also may result in higher transaction costs (such as brokerage commissions), which may negatively affect the Fund’s performance.
Regulatory Risks.   Future regulatory developments applicable to mutual funds and financial institutions could limit or restrict the ability of the Fund to use certain instruments as a part of its investment strategies. On July 21, 2015, rules implementing Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Volcker Rule) went into effect. The Volcker Rule prohibits banking entities, such as the Bank of Montreal (BMO) and its affiliates, including the Adviser, from engaging in proprietary trading of certain instruments and limits such entities’ investments in and relationships with “covered funds,” as defined in the rules.
* * *
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 Fund may be increased.
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How to Buy Shares
Who Can Invest in the BMO Funds?   Only adult U.S. citizens/residents or a U.S. entity may invest in the BMO Funds, as long as they have a valid U.S. taxpayer identification (social security or employer identification) number. You may not place transactions in your account for the benefit of any person other than yourself (except for a transfer of shares to another account). If the Fund determines 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 Fund may reject future purchases in that account and any related accounts.
Shares of the Fund are qualified for sale only in the United States and its territories and possessions. The Fund generally does 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.
How Do I Purchase Shares?   You generally may only purchase Class F3 shares through wrap programs administered by broker/dealers, investment professionals, or financial institutions (Authorized Dealers) that have an agreement with the Fund’s distributor specifically for the sale of such shares. These programs typically charge ongoing asset-based fees for services they provide including advisory, investment, consulting, or similar services. These fees are not paid by the Fund and normally range from 0.75% to 1.50% depending on the services provided.  
You should read the program materials, including information relating to fees, in conjunction with the Fund’s Prospectus. Certain features of the Fund may not be available or may be modified in connection with the program of services provided. Call your Authorized Dealer for more information, including applicable fees and minimums specific to your program. Shares of the Fund are also available in other share classes that have different fees and expenses. You may request a Prospectus for those other share classes by contacting BMO Funds U.S. Services by calling 1-800-236-FUND (3863) or 1-414-287-8555 or by visiting www.bmofundsus.com.
In connection with opening an account, you will be requested to provide information that will be used by the Fund to verify your identity, as described in more detail under “Important Information About Procedures for Opening a New Account” below.
The 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 the 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 Fund’s custodian, normally the next business day after receipt. Checks sent to the Fund to purchase shares must be made payable to the “BMO Fund.”
When Can Shares Be Purchased?   You can buy the shares of the 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 Year’s Day, Martin Luther King, Jr. Day, President’s 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 Fund, 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 the 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 the Fund’s NAV is calculated will receive that day’s NAV, regardless of when the order is processed.
How is NAV Calculated?   Each class’s NAV per share is the value of a single share of the class. It is computed for each class of the Fund by totaling the class’s pro rata share of the value of the Fund’s investments, cash, and other assets, subtracting the class’s pro rata share of the value of the Fund’s general liabilities and the liabilities specifically allocated to the class, then dividing the result by the number of shares of that class outstanding. For purposes of calculating the NAV, securities transactions and shareholder transactions are accounted for no later than one business day after the trade date. The Fund’s 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 the 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
 
 
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How to Buy Shares (cont.)
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 generally are valued at amortized cost, which approximates fair value. Investments in other open-end registered investment companies are valued at net asset value. Investments in ETFs are valued at market prices.
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 the Fund to calculate its NAV may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments. It is possible that the fair value determined for a security is materially different than the value that could be realized upon the sale of that security and the difference may be material to the NAV of the Fund.
Certain securities held by the Fund may be listed on foreign exchanges that trade on days when the Fund does not calculate its NAV. As a result, the market value of the Fund’s investments may change on days when you cannot purchase or sell Fund shares. In addition, a foreign exchange may not value its listed securities at the same time that the Fund calculates its NAV. Most foreign markets close well before the Fund values its securities, generally 3:00 p.m. (Central Time). The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may occur in the interim, which may affect a security’s value.
The Pricing Committee may determine that a security needs to be fair valued if, among other things, it believes the value of the security might have been materially affected by events occurring after the close of the market in which the security was principally traded, but before the time for determination of the NAV (a subsequent event). A subsequent event might
include a company-specific development (for example, announcement of a merger that is made after the close of the foreign market), a development that might affect an entire market or region (for example, weather related events), or a potentially global development (such as a terrorist attack that may be expected to have an effect on investor expectations worldwide). The Board has retained an independent fair value pricing service to assist in valuing foreign securities when a subsequent event has occurred. The service uses statistical data based on historical performance of securities and markets and other data in developing factors used to estimate fair value for that day.
Important Information About Procedures for Opening a New Account.   The Fund is 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 Fund must obtain certain personal information, including your full name, address, date of birth, social security number, and other information that will allow the Fund to identify you. The Fund also may ask for other identifying documents or information. If you do not provide this information, the Fund may be unable to open an account for you and your purchase order will not be in proper form. In the event the Fund is unable to verify your identity from the information provided, the Fund 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 Fund is not liable for fluctuations in value experienced as a result of such delays in processing. If at any time the Fund detects suspicious behavior or if certain account information matches government lists of suspicious persons, the Fund 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.
 
 
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How to Redeem and Exchange Shares
How Do I Redeem Shares?   Generally, Class F3 shares must be redeemed through your Authorized Dealer. You should note that redemptions will be made only on days when the Fund computes its NAV. When your redemption request is received in proper form, it is processed at the next determined NAV. It is the responsibility of your Authorized Dealer to promptly submit redemption requests to the Fund.
Redemption requests for the Fund must be received in proper form by the close of trading on the NYSE, generally 3:00 p.m. (Central Time), for shares to be redeemed at that day’s NAV. 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 the Fund’s NAV is calculated will receive that day’s NAV, regardless of when the request is processed. Redemption proceeds will normally be mailed, or wired if by written request, the following business day, but in no event more than seven days, after the request is made.
Will I Be Charged a Fee for Redemptions?   Class F3 shares are not subject to a redemption fee imposed by the Fund. However, your Authorized Dealer may charge you a transaction fee when you redeem your shares. Please contact your Authorized Dealer for more information.
 
 
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Additional Conditions for Redemption
Signature Guarantees.   In the following instances, you must have a signature guarantee on written redemption requests:
• when you want a redemption to be sent to an address other than the one you have on record with the Fund;
• when you want the redemption payable to someone other than the shareholder of record; or
• when your redemption is to be sent to an address of record that was changed within the last 30 days.
Your signature can be guaranteed by any federally insured financial institution (such as a bank or credit union) or a broker/dealer that is a domestic stock exchange member, but not by a notary public.
Limitations on Redemption Proceeds.   Redemption proceeds normally are wired or mailed within one business day after accepting a request in proper form. However, delivery of payment may be delayed up to seven days:
• to allow your purchase payment to clear;
• during periods of market volatility; or
• when a shareholder’s trade activity or amount adversely impacts the Fund’s ability to manage its assets.
You will not accrue interest or dividends on uncashed checks from the Fund. If those checks are undeliverable and returned to the Fund, the proceeds will be reinvested in shares of the Fund 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 Fund has reserved the right to pay the redemption price in whole or in part by a distribution of the Fund’s portfolio securities. This means that the Fund is obligated to pay share redemptions to any one shareholder in cash only up to the lesser of $250,000 or 1.00% of the Fund’s net assets represented by such share class during any 90-day period. Generally, any share redemption payment greater than this amount will be paid in cash unless the Adviser determines that payment should be in kind. 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. The subsequent sale of securities received in kind may result in taxable gains or realized losses for federal income tax purposes.
Exchange Privilege.   You may exchange shares of the Fund for shares of the same class of any of the other BMO Funds 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. See “Will I Be Charged a Fee for Redemptions?” An exchange is treated as a redemption and a subsequent purchase, and is therefore a taxable transaction for federal income tax purposes.
Signatures must be guaranteed if you request an exchange into another Fund with a different shareholder registration. The exchange privilege may be modified or terminated at any time.
Exchanges by Telephone.   If you have completed the telephone authorization section on your account application or an authorization form obtained through BMO Funds U.S. Services, you may telephone instructions to BMO Funds U.S. Services to exchange between Fund accounts that have identical shareholder registrations. Customers of broker/dealers, financial institutions, or service providers should contact their account representatives. Telephone exchange instructions must be received by the Fund before the close of trading on the NYSE, generally 3:00 p.m. (Central Time), for shares to be exchanged at the NAV calculated that day and to receive a dividend of the Fund into which you exchange, if applicable.
The Fund will record your telephone instructions. The Fund 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.
Conversion Privilege.   Shareholders of the Fund may elect on a voluntary basis to convert their shares in one class of the Fund into shares of a different class of the same Fund, subject to satisfying the eligibility requirements for investment in the new share class. You may be required to provide sufficient information to establish eligibility to convert the new share class. A share conversion within the same Fund should not result in a capital gain or loss for federal income tax purposes. However, please consult your own tax advisor regarding tax considerations. The Fund may change, suspend, or terminate this conversion feature at any time.
Frequent Traders.   The Fund’s 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 the Fund or its other shareholders. Such short-term or excessive trading into and out of the Fund may harm all shareholders by disrupting investment strategies, increasing brokerage, administrative, and other expenses, decreasing tax efficiency, and diluting the value of shares held by long-term shareholders.
The Board has approved policies that seek to discourage frequent purchases and redemptions and curb the disruptive effects of frequent trading (the Market Timing Policy). Pursuant to the Market Timing Policy, the Fund may decline to accept an
 
 
Additional Conditions for Redemption 11

 

Table of Contents
Additional Conditions for Redemption (cont.)
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 Fund, the Adviser, and affiliates thereof are prohibited from entering into arrangements with any shareholder or other person to permit frequent purchases and redemptions of Fund shares.
The Fund monitors and enforces the Market Timing Policy through:
• the termination of a shareholder’s purchase and/or exchange privileges;
• selective monitoring of trade activity; and
• the imposition of a 2.00% short-term redemption fee for redemptions or exchanges of shares of the Fund within 30 days after purchase of such shares, determined on a first-in, first-out basis.
The redemption fee is deducted from redemption proceeds and is paid directly to the Fund.
A redemption of shares acquired as a result of reinvesting distributions is not subject to the redemption fee. The redemption fee may not apply to shares redeemed in the case of death, through an automatic, nondiscretionary rebalancing or asset allocation program, trade error correction, and involuntary redemptions imposed by the Fund or a financial intermediary. In addition, the redemption fee will not apply to certain transactions, including redemptions due to disability or hardship, forfeitures, required minimum distributions, systematic withdrawals, shares purchased through a systematic purchase plan, return of excess contributions, and loans, in (i) retirement accounts (for example, IRA accounts and qualified employee benefit plans); (ii) broker-dealer managed account or wrap programs that charge an asset-based fee; (iii) registered investment adviser mutual fund wrap programs or other accounts that charge a fee for advisory, investment, consulting or similar services; or (iv) private bank and trust company managed accounts or wrap programs that charge an asset-based fee. The Fund’s officers may, in their sole discretion,
authorize waivers of the short-term redemption fee in other limited circumstances that do not indicate market timing strategies. All waivers authorized by the officers are reported to the Board.
Although the Fund seeks to detect and deter market timing activity, its ability to monitor trades that are placed by individual shareholders through omnibus accounts is limited because the Fund 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 Fund’s transfer agent. In addition, the Fund may rely on a financial intermediary’s market timing policy, even if those policies are different from the Fund’s policy, when the Fund believes that the policy is reasonably designed to prevent excessive trading practices that are detrimental to the Fund. If you purchase Fund shares through a financial intermediary, you should contact your financial intermediary for more information on how the redemption fee is applied to redemptions or exchanges of your shares.
The Fund may request that financial intermediaries furnish the Fund 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 Fund also may request that the financial intermediaries take action to prevent a particular shareholder from engaging in excessive trading and to enforce the Fund’s 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 Fund’s policies. As a result, the Fund’s ability to monitor and discourage excessive trading practices in omnibus accounts may be limited.
 
 
12 Additional Conditions for Redemption

 

Table of Contents
Account and Share Information
Confirmations and Account Statements.   Generally, shareholders of Class F3 shares will receive any transaction confirmations and account statements from their Authorized Dealer.
Distributions of Net Investment Income and Net Capital Gains.   A distribution of net investment income is the money or shares 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 or shares paid to shareholders from a mutual fund’s net profit realized from the sales of portfolio securities. Provided that your order is received in proper form, payment in “good funds” is received and your order is accepted by the time a Fund’s NAV is calculated, you will receive distributions declared that day. You will continue to receive distributions declared through, and including, the day you redeem your shares.
Distributions of net investment income, if any, of the Fund are declared and paid annually. Distributions of net investment income are paid to all shareholders on the record date, which is the date on which a shareholder must officially own shares to earn a distribution.
In addition, the Fund distributes its net capital gains, if any, at least annually. If capital gains or losses were realized by the Fund, it could result in an increase or decrease in the Fund’s 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. You will be taxed in the same manner whether you receive your distributions in cash or additional Fund shares.
If you purchase shares just before the 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.
Multiple Classes.   The BMO Funds have adopted a plan that permits each Fund to offer more than one class of shares. All shares of the Funds or class have equal voting rights and will generally be entitled to vote in the aggregate and not by Fund
or class. There may be circumstances, however, when only shareholders of a particular Fund or class are entitled to vote on matters affecting that Fund or class. Share classes may have different sales charges and other expenses, which may affect their performance.
Tax Information
Federal Income Tax.   The Fund intends to qualify and elect to be treated as a 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. No assurance exists that the Fund will satisfy all requirements to be taxed as a RIC.
The Fund 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, tax-exempt income, or net capital gains in cash or in additional Fund shares. Distributions from the Fund’s 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 share-holders, currently taxed at a maximum federal income tax 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. To the extent that the Fund’s distributions of investment company taxable income are attributable to net short-term capital gain, such distributions will be treated as ordinary income and cannot be used to offset a shareholder’s losses from other investments. Distributions of the Fund’s 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 federal income tax rate of 20%), regardless of how long such shareholder has held shares of the Fund. Distributions from the Fund 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 taxpayer’s investment income, net of deductions properly allocable to such income or (ii) the amount by which the taxpayer’s modified adjusted gross income exceeds certain thresholds ($250,000 for married individuals filing jointly, $200,000 for unmarried individuals, and $125,000 for married individuals
 
 
Account and Share Information 13

 

Table of Contents
Account and Share Information (cont.)
filing separately). The Fund’s distributions are includable in a shareholder’s 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 shareholder’s investment income for purposes of this Medicare tax.
Distributions generally are taxed when received. However, distributions declared by the 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 the Fund’s total assets at the close of its taxable year consists of stock or securities of foreign corporations, the Fund may be eligible to elect to “pass through” to you foreign taxes that it pays. If the Fund is eligible for and makes this election, you will be required to include your share of those taxes in gross income as a distribution from the Fund. You will then be allowed to claim a credit (or a deduction, if you itemize deductions) for such amounts on your federal income tax return, subject to certain limitations. Tax-exempt holders of Fund shares, such as qualified retirement plans, will not generally benefit from such deduction or credit.
Your 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 the 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 (including distributions of tax-exempt interest) 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 Fund is 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. The 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 Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Fund’s Statement of Additional Information (SAI). The Fund’s monthly portfolio holdings are disclosed at www.bmo.com/gam/funds/g/us/home/prospectus-and-fund-docs approximately thirty days after the end of each month.
 
 
14 Account and Share Information

 

Table of Contents
BMO Funds Information
Management of the BMO Funds.   The Board governs the Fund. The Board oversees the Adviser. The Adviser manages the Fund’s assets, including buying and selling the portfolio securities for the Fund and any underlying funds. The Adviser’s address is 115 S. LaSalle Street, Chicago, Illinois 60603.
Adviser’s Background.   The Adviser is a registered investment adviser and a wholly-owned subsidiary of BMO Financial Corp., a financial services company headquartered in Chicago, Illinois, and an indirect wholly-owned subsidiary of the Bank of Montreal (BMO), a publicly-held Canadian diversified financial services company. As of August 31, 2016, the Adviser had approximately $35.1 billion in assets under management, of which approximately $13.2 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.
Sub-Advisers’ Background.   Pyrford is a registered investment adviser that provides asset management services to institutional clients, including pension funds, insurance companies, registered mutual funds, private investment funds, charities, endowments and other corporate entities. Pyrford is a wholly-owned subsidiary of the Bank of Montreal Capital Markets (Holdings) Limited, a BMO Financial Group company. As part of BMO’s private client group, Pyrford provides wealth management services to clients in North America, the Middle East, UK, and Europe. As of August 31, 2016, Pyrford had approximately $9.7 billion in assets under management. Pyrford’s address is 95 Wigmore Street, London, United Kingdom.
BMO is the ultimate parent company of the Adviser and Pyrford. Accordingly, the Adviser and Pyrford are affiliates.
All fees of the Fund’s sub-adviser are paid by the Adviser.
Portfolio Managers.   Pyrford has managed the Fund since its inception in December 2011. Tony Cousins, Daniel McDonagh, and Paul Simons have co-managed the Fund since its inception. All members of the team share investment decision making responsibilities with respect to the Fund. Mr. Cousins, Chief Executive Officer, Chief Investment Officer, and a member of the Investment Strategy Committee, joined Pyrford in 1989. Mr. McDonagh, Head of Portfolio Management, Europe & UK and a member of the Investment Strategy Committee, joined Pyrford in 1997. Mr. Simons, Head of Portfolio Management, Asia-Pacific and a member of the Investment Strategy Committee, joined Pyrford in 1996.
The Fund’s SAI provides additional information about the portfolio managers, including other accounts they manage, their ownership of Fund shares, and their compensation.
Advisory Fees.   The Adviser is entitled to receive from the Fund an investment advisory fee equal to a percentage of the Fund’s average daily net assets (ADNA) at the rates, and subject to reduction at breakpoints for the Fund as shown in the following table.
  Advisory Fee
(as % of each Fund’s ADNA)
Fund on the
first $500
million 		on the
next $200
million 		on the
next $100
million 		in excess
of $800
million
Pyrford International Stock 0.735 0.72 0.62 0.56
The following table reflects the investment advisory fee paid by the Fund as a percentage of the Fund’s ADNA in accordance with the fee schedule in effect during the fiscal year ended August 31, 2016, after taking into effect breakpoints and/or waivers by the Adviser during the period.
Fund Advisory Fee
Received in
Fiscal 2016
Pyrford International Stock 0.66 (1)
(1) Reflects fees paid pursuant to the Expense Limitation Agreement then in effect, which the Adviser lowered by 0.05% with respect to all share classes of the Fund effective March 1, 2017.
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 Fund’s business) from exceeding the percentage of the average daily net assets of the Class F3 shares, as set forth in the “Fees and Expenses of the Fund” section. This agreement may not be terminated prior to December 31, 2018 without the consent of the Fund’s 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 the Fund. Any such waivers by the Adviser are voluntary and may be terminated at any time in the Adviser’s sole discretion.
The Fund’s August 31, 2016 Annual Report contains a discussion regarding the Board’s basis for approving the investment advisory contract and sub-advisory contracts on behalf of the Fund.
Distributor.   BMO Investment Distributors, LLC (BID), a registered broker- dealer and member of the Financial Industry Regulatory Authority, Inc., acts as principal distributor of the
 
 
BMO Funds Information 15

 

Table of Contents
BMO Funds Information (cont.)
Fund’s shares. All fees of the Distributor are paid by the Adviser. BID is an affiliate of the Adviser and BMO Harris Bank.
Affiliate Services and Fees.   BMO Harris Bank provides services to the Fund as custodian of the assets and securities lending agent. BMO Harris Bank’s custody fees are calculated at the annual rate of 0.005% on the first $10 billion of ADNA for the Fund plus 0.0025% of assets exceeding $10 billion. BMO Harris Bank receives a fee as compensation for its services as securities lending agent.
The Adviser serves as the Fund’s shareholder servicing agent, recordkeeper, and administrator directly and through its division, BMO Funds U.S. Services. The Adviser, as administrator, is entitled to receive a fee from the Fund’s Class A shares of 0.15% of the ADNA.
UMB Fund Services, Inc. (UMB) serves as the sub-administrator to the Fund. All fees of the sub-administrator are paid by the Adviser.
The Fund pays fees to the Distributor for the sale and distribution of Class A shares, pursuant to the Rule 12b-1 Plan. The Distributor generally uses the fees to compensate broker/dealers and may retain the fees in certain circumstances.
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 Fund to the Adviser and Rule 12b-1 fees paid by the Fund 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. In exchange for such payments, the Adviser, BMO Harris Bank, BMO Harris Financial Advisors, the Distributor or their affiliates generally expect to receive the opportunity for the Fund to be sold through the financial intermediaries’ sales forces or to have access to third-party platforms or other marketing programs, including but not limited to mutual fund “supermarket” platforms or other sales programs. These payments may vary in amount and generally range from 0.05% to 0.40%. Additionally, flat fees on a one-time or irregular basis may be made for the initial set-up of the Fund on a financial intermediary’s systems, participation or attendance at a financial intermediary’s meetings, or for other reasons. 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.
Financial Highlights.   Because Class F3 shares of the Fund recently commenced operations, financial highlights are not available at this time. Information will be included in the Fund’s next annual report.
 
 
16 BMO Funds Information

 

Table of Contents
PRSRT STD
U.S. POSTAGE
PAID
LANCASTER, PA
PERMIT NO. 1793
BMO Funds U.S. Services
P.O. Box 55931
Boston, MA 02205-5931
Contact us
1-800-236-FUND (3863)
414-287-8555
Learn more
bmofundsus.com
The SAI is incorporated by reference into this Prospectus. Additional information about the Fund’s investments is contained in the SAI and the Annual and Semi-Annual Reports of the Fund as they become available. The Annual Report’s investment commentaries discuss market conditions and investment strategies that significantly affected the performance of the 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.bmofundsus.com.
You may write to the SEC Public Reference Room at the regular mailing address or the e-mail address below and ask them to mail you information about the Funds, including the SAI.
They will charge you a fee for this duplicating service. You can also visit the SEC Public Reference Room and review and copy documents while you are there. For more information about the operation of the Public Reference Room, call the SEC at the telephone number below.
Public Reference Section: Securities and Exchange Commission Washington, D.C. 20549-1520 | publicinfo@sec.gov | 1-202-551-8090
Reports and other information about the Funds are also available on the EDGAR database on the SEC’s Internet site at http://www.sec.gov.
BMO Global Asset Management is the brand name for various affiliated entities of BMO Financial Group that provide investment management 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.
BMO Investment Distributors, LLC Distributor
Investment products are: NOT FDIC INSURED — NO BANK GUARANTEE — MAY LOSE VALUE.
© 2017 BMO Financial Corp. (3/17) Investment Company Act File No. 811-58433

Table of Contents
BMO Funds, Inc.
Statement of Additional Information
May 8, 2017
  Investor
Class
(Class Y) 		Institutional
Class
(Class I) 		Advisor
Class
(Class A) 		Retirement
Class
(Class R3) 		Retirement
Class
(Class R6) 		Class F3 Premier
Class
Equity Funds              
BMO Low Volatility Equity Fund — MLVEX BLVAX — — — —
BMO Dividend Income Fund — MDIVX BADIX — — — —
BMO Large-Cap Value Fund MREIX MLVIX BALVX — BLCRX — —
BMO Large-Cap Growth Fund MASTX MLCIX BALGX — BLGRX — —
BMO Mid-Cap Value Fund MRVEX MRVIX BAMCX BMVDX BMVGX — —
BMO Mid-Cap Growth Fund MRMSX MRMIX BGMAX BMGDX BMGGX — —
BMO Small-Cap Value Fund — MRSNX BACVX BSVDX BSVGX — —
BMO Small-Cap Core Fund — BSCNX BCCAX — — — —
BMO Small-Cap Growth Fund MRSCX MSGIX BSLAX (1) — — — —
International and Global Funds              
BMO Global Low Volatility Equity Fund — BGLBX BAEGX — — — —
BMO Disciplined International Equity Fund — BDIQX BDAQX BDEQX BDRQX — —
BMO Pyrford International Stock Fund MISYX MISNX BPIAX BISDX BISGX BISBX (1) —
BMO LGM Emerging Markets Equity Fund — MIEMX BAEMX — — — —
BMO TCH Emerging Markets Bond Fund — MEBIX BAMEX — — — —
Alternative Funds              
BMO Alternative Strategies Fund — BMASX BMATX — — — —
BMO Global Long/Short Equity Fund — BGIQX BGAQX ticker (2) ticker (2) — —
Fixed Income Funds              
BMO Ultra Short Tax-Free Fund MUYSX MUISX BAUSX — — — —
BMO Short Tax-Free Fund MTFYX MTFIX BASFX — — — —
BMO Short-Term Income Fund MSINX MSIFX BTMAX — — — —
BMO Intermediate Tax-Free Fund MITFX MIITX BITAX — — — —
BMO Mortgage Income Fund MRGIX MGIIX BMTAX — — — —
BMO TCH Intermediate Income Fund — MIBIX BAIIX — — — —
BMO TCH Corporate Income Fund MCIYX MCIIX BATIX — — — —
BMO TCH Core Plus Bond Fund MCYBX MCBIX BATCX — —   —
BMO High Yield Bond Fund — MHBNX BMHAX — —   —
Money Market Funds              
BMO Government Money Market Fund MGYXX — — — —   MGNXX
BMO Tax-Free Money Market Fund MTFXX — — — —   MFIXX
BMO Prime Money Market Fund MARXX — — — —   MAIXX
BMO Institutional Prime Money Market Fund BYFXX — — — —   BPFXX

 

  Investor
Class
(Class Y) 		Institutional
Class
(Class I) 		Advisor
Class
(Class A) 		Retirement
Class
(Class R3) 		Retirement
Class
(Class R6) 		Class F3 Premier
Class
Asset Allocation – Target Date Funds              
BMO In-Retirement Fund BTRYX — — BTRRX BTRTX   —
BMO Target Retirement 2015 Fund BRTAX — — BRTCX BRTDX   —
BMO Target Retirement 2020 Fund BTRDX — — BTRFX BTRGX   —
BMO Target Retirement 2025 Fund BRTEX — — BRTGX BRTHX   —
BMO Target Retirement 2030 Fund BTRHX — — BTRKX BTRLX   —
BMO Target Retirement 2035 Fund BRTIX — — BRTKX BRTLX   —
BMO Target Retirement 2040 Fund BTRMX — — BTRPX BTRQX   —
BMO Target Retirement 2045 Fund BRTMX — — BRTPX BRTQX   —
BMO Target Retirement 2050 Fund BTRUX — — BTRWX BTRZX   —
BMO Target Retirement 2055 Fund BRTRX — — BRTTX BRTUX   —
Asset Allocation – Target Risk Funds              
BMO Conservative Allocation Fund BDVYX BDVIX — BDVRX BDVSX   —
BMO Moderate Allocation Fund BMBYX BMBHX — BMBQX BMBTX   —
BMO Balanced Allocation Fund BGRYX BGRHX — BGRRX BGRQX   —
BMO Growth Allocation Fund BABYX BABHX — BABRX BABQX   —
BMO Aggressive Allocation Fund BDSYX BDSHX — BDSRX BDSQX   —
(1) Class A shares of the Small-Cap Growth Fund are new as of March 1, 2017 and Class F3 shares of the Pyrford International Growth Fund are new as of the date of this SAI; accordingly, historical information regarding such share classes is not presented.
(2) Not yet offered for sale.
This Statement of Additional Information (SAI) is not a Prospectus and should be read in conjunction with the Prospectuses for the BMO Funds listed above (each, a Fund and collectively, the Funds) each dated December 29, 2016, as supplemented; and dated May 8, 2017 with respect to BMO Pyrford International Growth Fund Class F3 shares, as may be supplemented. This SAI incorporates by reference the financial statements for the year ended August 31, 2016 from the Funds’ August 31, 2016 Annual Reports. You may obtain the Prospectuses and the Annual Reports without charge by calling BMO Funds U.S. Services at 1-800-236-FUND (3863), or you can visit the BMO Funds’ website at http://www.bmofundsus.com.
115 South LaSalle Street, Chicago, Illinois 60603
BMO INVESTMENT DISTRIBUTORS, LLC
Distributor

 

Table of contents
B-1
B-1
B-27
B-29
B-32
B-34
B-34
B-34
B-38
B-41
B-67
B-75
B-80
B-87
B-98
B-99
B-100
B-104
B-110
B-110
A-1
B-1
C-1
ii

 

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How Are the Funds Organized?
BMO Funds, Inc. (the Corporation) is an open-end, management investment company that was established as Marshall Funds, Inc., a Wisconsin corporation, on July 31, 1992. On July 5, 2011, the Bank of Montreal, a publicly-traded Canadian banking institution (BMO), acquired Marshall & Ilsley Corporation, and as a result of the transaction, Marshall Funds, Inc. began doing business as BMO Funds. On May 17, 2013, the Corporation changed its corporate name to BMO Funds, Inc.
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 44 separate series and the following share classes: Investor Class (Class Y), Institutional Class (Class I), Advisor Class (Class A), Retirement Class R3, Retirement Class R6, Class F3, and Premier Class.
BMO Asset Management Corp. (Adviser), the Funds’ investment adviser, has retained the following sub-advisers (each, a Sub-Adviser and collectively, the Sub-Advisers) for certain Funds:
Fund Name   Sub-Adviser
Pyrford International Stock   Pyrford International, Ltd. (Pyrford)
LGM Emerging Markets Equity   LGM Investments Limited (LGM Investments)
TCH Emerging Markets Bond   Taplin, Canida & Habacht, LLC (TCH)
Alternative Strategies   CTC myCFO, LLC (CTC)
    Capstone Investment Advisors, LLC (Capstone)
    Cramer Rosenthal McGlynn, LLC (Cramer Rosenthal)
    Graham Capital Management, L.P. (Graham)
    Iridian Asset Management LLC (Iridian)
    Pine River Capital Management L.P. (Pine River)
    Sound Point Capital Management, L.P. (Sound Point)
TCH Intermediate Income Bond   Taplin, Canida & Habacht, LLC (TCH)
TCH Corporate Income   Taplin, Canida & Habacht, LLC (TCH)
TCH Core Plus Bond   Taplin, Canida & Habacht, LLC (TCH)
This SAI contains additional information about the Corporation and the Funds. This SAI uses the same terms as defined in the Funds’ Prospectuses.
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 Prospectuses and this SAI. The Corporation’s Articles of Incorporation, as amended, reconcile this inconsistency in terminology and provide that the Prospectuses and SAI may use the meanings assigned the terms in such documents.
Securities, Transactions, Investment Techniques and Risks
The following information supplements the discussion of each Fund’s securities, investment techniques, and risks that are described in the Prospectus. While all of the Funds may invest in the securities discussed below (unless otherwise indicated), the Funds most likely to invest in a given security are noted in the discussion.
For each of the Target Date and the T arget Risk Funds , the following combined summary discloses the investment strategies of the underlying funds in which the Target Date and Target Risk Funds invest. Certain investments, techniques, and risks will only apply to your Target Date or Target Risk Fund to the extent it is invested in an underlying fund that invests in or engages in those investments, techniques, or strategies or directly invests in or engages in such investments, techniques, or strategies. With respect to the disclosure in this section of the SAI, the term “Fund” includes underlying funds in which the Target Date and Target Risk Funds invest. Unless otherwise prohibited by the description in the relevant Fund’s prospectus or this SAI, each Target Date or Target Risk Fund may invest directly or indirectly in underlying funds that engage in the investments and strategies described below.
As used in this section, the term Adviser means Adviser or Sub-Adviser, as applicable.
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Aggressive Investment Techniques and Strategies . Certain Funds, in particular, the Alternative Strategies Fund , may invest in and use investment techniques, strategies, and financial instruments that may be considered aggressive. These techniques may expose the Fund to economic leverage or potentially dramatic changes (losses) in the value of its portfolio holdings.
Asset-Backed/Privately-Issued Mortgage-Backed Securities . The Alternative Strategies, Short-Term Income, Mortgage Income, TCH Intermediate Income, TCH Corporate Income, TCH Core Plus Bond, Prime Money Market , and Institutional Prime Money Market Funds may invest in asset-backed/privately-issued mortgage-backed securities, which 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 created and may continue to create heightened volatility and turmoil in the credit markets. Asset-backed and mortgage-backed securities may be supported by credit enhancements. However, there can be no assurance that private insurers or guarantors can meet their obligations under the insurance policies or guarantee arrangements. Asset-backed securities represent an interest in a pool of assets such as car loans and credit card receivables. Almost any type of fixed income assets (including other fixed income securities) may be used to create an asset-backed security. However, most asset-backed securities involve consumer or commercial debts with maturities of less than ten years. Asset-backed securities may take the form of commercial paper or notes, in addition to pass-through certificates or asset-backed bonds. Asset-backed securities also may resemble some types of collateralized mortgage obligations (CMOs).
Payments on asset-backed securities depend upon assets held by the issuer and collections of the underlying loans. The value of these securities depends on many factors, including changing interest rates, the availability of information about the pool and its structure, the credit quality of the underlying assets, the market’s perception of the servicer of the pool, and any credit enhancement provided. Also, these securities may be subject to prepayment risk.
Mortgage-backed securities represent interests in pools of mortgages. The underlying mortgages normally have similar interest rates, maturities, and other terms. Mortgages may have fixed or adjustable interest rates. Adjustable rate mortgages are known as ARMs. Mortgage-backed securities come in a variety of forms. Many have extremely complicated terms. The simplest form of mortgage-backed securities is a “pass-through certificate.” Holders of pass-through certificates receive a pro rata share of the payments from the underlying mortgages. Holders also receive a pro rata share of any prepayments, so they assume all the prepayment risk of the underlying mortgages.
CMOs are complicated instruments that allocate payments and prepayments from an underlying pass-through certificate among holders of different classes of mortgage-backed securities. This creates different prepayment and market risks for each CMO class. In addition, CMOs may allocate interest payments to one class (Interest Only or IOs) and principal payments to another class (Principal Only or POs). POs increase in value when prepayment rates increase. In contrast, IOs decrease in value when prepayments increase, because the underlying mortgages generate 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 structure 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
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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 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 . The Alternative Strategies, Short-Term Income, High Yield Bond, Prime Money Market, and Institutional Prime Money Market Funds may invest in bank instruments, which are unsecured interest-bearing deposits with banks. Bank instruments include bank accounts, time deposits, certificates of deposit, and banker’s acceptances. Instruments denominated in U.S. dollars and issued by non-U.S. branches of U.S. or foreign banks are commonly referred to as Eurodollar instruments. Instruments denominated in U.S. dollars and issued by U.S. branches of foreign banks are referred to as Yankee dollar instruments. The Funds may invest in bank instruments that have been issued by banks and savings and loans that have capital, surplus, and undivided profits of over $100 million or whose principal amount is insured by the Bank Insurance Fund or the Savings Association Insurance Fund, which are administered by the Federal Deposit Insurance Corporation. Securities that are credit-enhanced with a bank’s irrevocable letter of credit or unconditional guaranty also will be treated as bank instruments.
Foreign Bank and Money Market Instruments. Certain of the Funds that may invest in bank instruments may invest in 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.
Bank Loans. The Alternative Strategies Fund may acquire interests in bank loans. A Fund may be unable to sell its loan interests at a time when it may otherwise be desirable to do so or may be able to sell them only at prices that are less than what a Fund regards as their fair market value. Accordingly, loan interests may at times be illiquid. Loan interests may be difficult to value and may have extended settlement periods (i.e., more than seven days after the sale), which expose a Fund to the risk that the receipt of principal and interest payments may be delayed until the loan interest settles. Interests in loans made to finance highly leveraged companies or transactions, such as corporate acquisitions, may be especially vulnerable to adverse changes in economic or market conditions. In addition, loans are not registered under the federal securities laws like stocks and bonds, so investors in loans have less protection against improper practices than investors in registered securities.
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Interests in secured loans have the benefit of collateral and, typically, of restrictive covenants limiting the ability of the borrower to further encumber its assets. A risk exists that the value of any collateral securing a loan in which a Fund has an interest may decline and that the collateral may not be sufficient to cover the amount owed on the loan. Most loan agreements do not include a formal requirement to pledge additional collateral. In the event the borrower defaults, a Fund’s access to the collateral may be limited or delayed by bankruptcy or other insolvency laws. Further, in the event of a default, second lien secured loans will generally be paid only if the value of the collateral exceeds the amount of the borrower’s obligations to the first lien secured lenders and the remaining collateral may not be sufficient to cover the full amount owed on the loan in which a Fund has an interest. In addition, if a secured loan is foreclosed, a Fund would likely bear the costs and liabilities associated with owning and disposing of the collateral. The collateral may be difficult to sell and a Fund would bear the risk that the collateral may decline in value while the Fund is holding it.
A Fund may acquire a loan interest by obtaining an assignment of all or a portion of the interests in a particular loan that are held by an original lender or a prior assignee. As an assignee, a Fund normally will succeed to all rights and obligations of its assignor with respect to the portion of the loan that is being assigned. However, the rights and obligations acquired by the purchaser of a loan assignment may differ from, and be more limited than, those held by the original lenders or the assignor. Alternatively, a Fund may acquire a participation interest in a loan that is held by another party. When a Fund’s loan interest is a participation interest, the Fund may have less control over the exercise of remedies than the party selling the participation interest and it normally would not have any direct rights against the borrower. As a participant, a Fund also would be subject to the risk that the party selling the participation interest would not remit the Fund’s pro rata share of loan payments to the Fund. It may be difficult for a Fund to obtain an accurate picture of a lending bank’s financial condition. Loan interests may not be considered “securities,” and purchasers, such as a Fund, therefore may not be entitled to rely on the anti-fraud protections of the federal securities laws.
A Fund also may be in possession of material non-public information about a borrower as a result of its ownership of a loan instrument of such borrower. Because of prohibitions on trading in securities of issuers while in possession of such information, a Fund might be unable to enter into a transaction in a security of that borrower when it would otherwise be advantageous to do so. Any steps taken to ensure that a Fund does not receive material non-public information about a security may have the effect of causing the Fund to have less information than other investors about certain interests in which it seeks to invest.
Borrowing . The Funds may borrow money directly or, in some cases, 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 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.
In addition, 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, although the Money Market Funds will not participate as borrowers. The program is subject to a number of conditions, including the requirement that the interfund loan rate to be charged to the 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 Fund’s investment policies and limitations. The Board is responsible for overseeing and periodically reviewing the interfund lending program.
Collateralized Debt Obligations. The Disciplined International Equity Fund and the Alternative Funds may invest in collateralized debt obligations (CDOs). 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.
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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 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. The Fixed Income, Money Market, and Alternative Strategies Funds may invest in commercial paper and restricted and illiquid securities. Commercial paper represents an issuer’s draft or note with a maturity of less than nine months. Companies typically issue commercial paper to fund current expenditures. Most issuers constantly reissue their commercial paper and use the proceeds (or bank loans) to repay maturing paper. Commercial paper may default if the issuer cannot continue to obtain financing in this fashion. The short maturity of commercial paper reduces both the interest rate and credit risk as compared to other debt securities of the same issuer.
The Funds may invest in commercial paper issued under Section 4(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. A Fund purchasing Section 4(a)(2) commercial paper 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 Fund’s investment limitation applicable to illiquid securities.
Concentration . All of the Funds have adopted a fundamental investment policy that prohibits a Fund from investing 25% or more of its assets in the securities of companies in any one industry (except as described under “Investment Policies and Limitations — Fundamental Limitations — Concentration of Investments”). This policy does not apply to securities in which a Fund may invest that are issued by the U.S. government. 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 & Poor’s Corporation in collaboration with MSCI, 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. As a result, 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. All of the Funds (other than the Money Market Funds ) may invest in convertible securities, which 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.
Core Style Investing . The Small-Cap Core Fund engages in core style investing. The returns on “core” securities may or may not move in tandem with the returns on other styles of investing or the overall stock market. Thus, the value of the Fund’s investments will vary and at times may be lower or higher than that of other types of investments.
Corporate Debt Securities. The TCH Emerging Markets Bond, Fixed Income, Alternative Strategies, Prime Money Market , and Institutional Prime Money Market Funds may invest in corporate debt securities, which 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.
Corporate Restructuring . The Mid-Cap Value, Mid-Cap Growth, Small-Cap Value, Small-Cap Growth, and Alternative Strategies Funds may invest in securities of companies that are involved in company turnarounds or corporate restructurings. Investment in these securities may present special risk because of the high degree of uncertainty that can be associated with such events. It is possible that the market price of securities of companies involved in company turnarounds or corporate restructurings may be subject to significant and unpredictable fluctuations.
Credit Enhancement. Some of the Funds may invest in credit-enhanced securities. 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.
Credit Risks. Credit risk is the possibility that an issuer will default on a security by failing to pay interest or principal when due. If an issuer defaults, a Fund may lose money. Many fixed income securities receive credit ratings from services such as Standard & Poor’s and Moody’s Investors Service. These services assign ratings to securities by assessing the likelihood of issuer default. Lower credit ratings correspond to higher credit risk. If a security has not received a rating, a Fund must rely entirely upon the Adviser’s credit assessment.
When a Fund invests in investment grade bonds or other debt securities or convertible securities, some may be rated in the lowest investment grade category (i.e., BBB or Baa). Bonds rated lower than BBB by Standard & Poor’s or Baa by Moody’s Investors Service have speculative characteristics. The Adviser or Sub-Adviser, as applicable, will determine the credit quality of unrated bonds, which may have greater risk (but a potentially higher yield) than comparably rated bonds. If a bond is downgraded, the Adviser or Sub-Adviser, as applicable, will re-evaluate the bond and determine whether the bond should be retained or sold. The Money Market Funds may invest only in securities which have been determined by the Board to present minimal credit risks to the Funds, based on the Board’s consideration of a number of factors including, but not limited to, financial condition, sources of liquidity, ability to react to market-wide and issuer- or guarantor-specific events, and positions within the industry and industry strength.
Fixed income securities generally compensate for greater credit risk by paying interest at a higher rate. The difference between the yield of a security and the yield of a U.S. Treasury security with a comparable maturity (the spread) measures the additional interest paid for risk. Spreads may increase generally in response to adverse economic or market conditions. A security’s spread also may increase if the security’s rating is lowered, or the security is perceived to have an increased credit risk. An increase in the spread will cause the price of the security to decline.
Demand Features. The Alternative Strategies, Ultra-Short Tax-Free, Short Tax-Free, Intermediate Tax-Free, and Money Market 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. All of the Funds (other than the Low Volatility Equity, Dividend Income, Large-Cap Value, Large-Cap Growth, Mid-Cap Value, Mid-Cap Growth, Small-Cap Value, Small-Cap Growth, Pyrford International Stock, LGM Emerging Markets Equity, and Intermediate Tax-Free Funds ) may invest in demand master notes, which 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
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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. All of the Funds (other than the Intermediate Tax-Free and Money Market Funds ) may purchase depositary receipts, which 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. Only the International and Global and Alternative Funds may purchase EDRs and GDRs. 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). Some derivative instruments (such as futures, forwards, and options) require payments relating to a future trade involving the underlying asset. Other derivative instruments (such as swaps) require payments relating to the income or returns from the underlying asset. The other party to a derivative instrument is referred to as a counterparty.
In General. The Money Market Funds may not purchase or sell derivative instruments. The other Funds, in pursuing their individual objectives and to the extent specified herein or in the Prospectuses, 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 options on such futures contracts for hedging purposes to seek to replicate the composition and performance of a particular index or as part of their overall investment strategies. The Funds may purchase and sell foreign currency options for purposes of increasing exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another, except that those Funds that may not invest in foreign currency-denominated securities may not enter into transactions involving currency futures or options. The Funds may enter into swap agreements with respect to interest rates, 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 also 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.
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 Fund’s 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 Fund’s use of such instruments may cause the Fund 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
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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 contract’s terms.
Each Fund (except the Alternative Strategies 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 Fund must comply with one of the exclusions set forth in Rule 4.5, which limits a Fund’s 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 Commodities Futures Trading Commission (CFTC)). If a Fund is no longer operated in compliance with the exclusion, the Adviser and any Sub-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 statement of additional information.
With respect to the Alternative Strategies Fund , the Adviser is registered as a “commodity pool operator” (CPO) under the Commodity Exchange Act (CEA) and the rules of the Commodity Futures Trading Commission (CFTC) and is subject to CFTC regulation with respect to the Fund. The CFTC has adopted rules regarding the disclosure, reporting and recordkeeping requirements that will apply with respect to the Fund as a result of the Adviser’s registration as a CPO. Generally, these rules allow for substituted compliance with CFTC disclosure and shareholder reporting requirements, based on the Adviser’s compliance with comparable SEC requirements. This means that for most of the CFTC’s disclosure and shareholder reporting applicable to the Adviser as the Fund’s CPO, the Adviser’s compliance with SEC disclosure and shareholder reporting will be deemed to fulfill the Adviser’s CFTC compliance obligations. However, as a result of CFTC regulation with respect to the Fund, the Fund may incur additional compliance and other expenses. The Adviser is also registered as a “commodity trading advisor” (CTA), but relies on an exemption from CTA regulation available for a CTA that also serves as the Fund’s CPO. The CFTC has neither reviewed nor approved the Fund, its investment strategies, its 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 Fund’s investments and cost of doing business, which could adversely affect investors.
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.
The Fixed Income, Alternative, and Disciplined International Equity Funds may use financial futures contracts and options for various purposes including for managing duration, which measures a fixed income security’s average life and reflects the present value of the security’s cash flow. Selling futures contracts or purchasing put options can accomplish the shortening of a portfolio’s duration in anticipation of higher interest rates. Conversely, purchasing futures contracts or call options can accomplish the lengthening of portfolio duration in anticipation of lower interest rates. The use of these instruments in this manner is preferred to either liquidating or purchasing securities held by the Funds to achieve the portfolio’s 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.
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
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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. Futures options possess many of the same characteristics as options on securities and indexes (discussed above). A futures option gives the holder the right, in return for the premium paid, to assume a long position (call) or short position (put) in a futures contract at a specified exercise price at any time during the period of the option. 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 Contracts 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.
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 the Fund’s immediate obligations. The Fund may use the same liquid assets to cover both the call and put options where the exercise price of the call and put are the same, or the exercise price of the call is higher than that of the put. In such a case, the Fund 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; 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, 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, the Fund may cover its position by owning the instruments underlying the contract (or, in the case of an index futures contract, a portfolio with a volatility substantially similar to that of the index on which the futures contract is based), or by holding a call option
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permitting the Fund to purchase the same futures contract at a price no higher than the price of the contract written by the Fund (or at a higher price if the difference is maintained in liquid assets with a Fund’s custodian).
When selling a call option on a futures contract, a Fund will maintain 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, the Fund may cover its position by entering into a long position in the same futures contract at a price no higher than the strike price of the call option, by owning the instruments underlying the futures contract, or by holding a separate call option permitting the Fund to purchase the same futures contract at a price not higher than the strike price of the call option sold by the Fund.
When selling a put option on a futures contract, a Fund will maintain 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, the Fund may cover the position either by entering into a short position in the same futures contract, or by owning a separate put option permitting it to sell the same futures contract, so long as the strike price of the purchased put option is not lower than the strike price of the put option sold by the Fund.
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 Contracts and Futures Options Generally. The following describes the general risks of investing in futures contracts and futures options:
• Asset Segregation Risk. Because a Fund typically must segregate liquid assets to cover open positions with respect to derivatives, the Fund may incur a loss if it needs to sell a futures contract or futures option at a disadvantageous time to maintain that asset coverage.
• 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 Fund’s use of financial futures and options may not always be a successful strategy and using them could lower a Fund’s return. Further, if the Adviser incorrectly forecasts interest rates or other economic factors and has taken positions in financial futures contracts or options contrary to prevailing market trends, a Fund could be exposed to 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 day’s settlement price at the end of the current trading session. Once the daily limit has been reached in a futures contract subject to the limit, no more trades may be made on that day at a price beyond that limit. The daily limit governs only price movements during a particular trading day and therefore does not limit potential losses because the limit may work to prevent the liquidation of unfavorable positions. For example, futures prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of positions and subjecting some holders of futures contracts to substantial losses.
• Liquidity Risk. No assurance can be made that a liquid market will exist at a time when a Fund seeks to close out a futures contract 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, no assurance can be made 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 contract’s terms. A risk exists that a Fund may lose 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
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  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 FCM’s customers. If the FCM does not provide accurate reporting, a Fund also is subject to the risk that the FCM could use the Fund’s assets, which are held in an omnibus account with assets belonging to the FCM’s 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 and 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.
• Hedging Transactions Risk. 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 of 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 objectives. The degree of imperfection of correlation depends on circumstances such as variations in speculative market demand for futures and futures options on securities, including technical influences in futures trading and futures options and differences between the financial instruments being hedged and the instruments underlying the standard contracts available for trading in such respects as interest rate levels, maturities, and creditworthiness of issuers. A decision as to whether, when, and how to hedge involves the exercise of skill and judgment. Even a well-conceived hedge may be unsuccessful to some degree because of market behavior or unexpected interest rate trends.
Hybrid Instruments. A hybrid instrument is a type of potentially high-risk derivative that combines a traditional stock, bond, or commodity with an option or forward contract. Generally, the principal amount, amount payable upon maturity or redemption, or interest rate of a hybrid is tied (positively or negatively) to the price of some commodity, currency or securities index, or another interest rate, or some other economic factor (each a benchmark). The interest rate or (unlike most fixed income securities) the principal amount payable at maturity of a hybrid security may be increased or decreased, depending on changes in the value of the benchmark. An example of a hybrid could be a bond issued by an oil company that pays a small base level of interest with additional interest that accrues in correlation to the extent to which oil prices exceed a certain predetermined level. Such a hybrid instrument would be a combination of a bond and a call option on oil.
Hybrids can be used as an efficient means of pursuing a variety of investment objectives, including currency hedging, duration management, and increased total return. Hybrids may not bear interest or pay dividends. The value of a hybrid or its interest rate may be a multiple of a benchmark and, as a result, may be leveraged and move (up or down) more steeply and rapidly than the benchmark. These benchmarks may be sensitive to economic and political events, such as commodity shortages and currency devaluations, that cannot be readily foreseen by the purchaser of a hybrid. Under certain conditions, the redemption value of a hybrid could be zero. Thus, an investment in a hybrid may entail significant market risks that are not associated with a similar investment in a traditional, U.S. dollar-denominated bond that has a fixed principal amount and pays a fixed rate or floating rate of interest. A Fund’s purchase of a hybrid also exposes the Fund to the credit risk of the issuer of the hybrid. Those risks may cause significant fluctuations in the net asset value of the Fund. Each Fund will not invest more than 5% of its total assets at the 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 Fund’s investments in those products may be subject to limits applicable to investments in investment companies and may be subject to restrictions contained in the 1940 Act.
Options on Securities and Indexes. A Fund may, to the extent specified herein or in the Prospectus, purchase and sell both put and call options on fixed income or other securities or indexes in standardized contracts traded on foreign or domestic securities exchanges, boards of trade or similar entities, or quoted on NASDAQ or on an over-the-counter market, and agreements, sometimes called cash puts, which may accompany the purchase of a new issue of bonds from a dealer.
An option on a security (or index) is a contract that gives the holder of the option, in return for a premium, the right to buy from (in the case of a call) or sell to (in the case of a put) the writer of the option the security underlying the option (or the cash value of the index) at a specified exercise price at any time during the term of the option. The writer of an option on a security has the obligation upon exercise of the option to deliver the underlying security upon payment of the exercise price or to pay the exercise price upon delivery of the underlying security. Upon exercise, the writer of an option on an index is obligated to pay the difference between the cash value of the index and the exercise price multiplied by the specified multiplier for the index option.
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(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.
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 Fund’s books to meet the Fund’s immediate obligation. The Fund may use the same liquid assets to cover both the call and put options where the exercise price of the call and put are the same, or the exercise price of the call is higher than that of the put. In such a case, the Fund also will 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 the Fund is not sold when it has remaining value and if the market price of the underlying security remains equal to or greater than the exercise price (in the case of a put) or remains less than or equal to the exercise price (in the case of a call), the Fund will lose its entire investment in the option. Also, where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price of the put or call option may move more or less than the price of the related security.
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No assurance exists of 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 option’s life, the opportunity to profit from increases in the market value of the security covering the call option above the sum of the premium and the exercise price of the call.
If trading were suspended in an option purchased by a Fund, the Fund would not be able to close out the option. If restrictions on exercise were imposed, the Fund might be unable to exercise an option it had purchased. Except to the extent that a call option on an index written by the Fund is covered by an option on the same index purchased by the Fund, movements in the index may result in a loss to the Fund; however, such losses may be mitigated by changes in the value of the Fund’s securities during the period the option was outstanding.
Foreign Currency Transactions. Foreign currency transactions generally are used by the Small-Cap Core, TCH Core Plus Bond, International and Global, and Alternative 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. To the extent that a Fund invests directly in foreign 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. Foreign currency hedging transactions include forward foreign currency exchange contracts, foreign currency futures contracts, and purchasing put or call options on foreign currencies.
Exchange-Traded Futures Contracts. Exchange-traded futures contracts for the purchase or sale of foreign currencies (Foreign Currency Futures) are used to hedge against anticipated changes in exchange rates that might adversely affect the value of a Fund’s portfolio securities or the prices of securities that a Fund intends to purchase in the future. The successful use of Foreign Currency Futures depends on the ability to forecast currency exchange rate movements correctly. Should exchange rates move in an unexpected manner, a Fund may not achieve the anticipated benefits of Foreign Currency Futures or may realize losses. For more information about futures contracts generally, see “Futures Contracts and Options on Futures Contracts,” “Limitations on Use of Futures Contracts and Futures Options,” “Risks Associated with Futures Contracts and Futures Options Generally,” and “Hedging Transactions Risk” 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 Fund’s 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 Fund’s assets denominated in that currency. Conversely, if the Adviser believes that the U.S. dollar will decline against a foreign currency, a Forward Contract may be used to buy that foreign currency for a fixed dollar amount, which is known as cross-hedging.
In these transactions, a Fund will segregate assets with a market value equal to the amount of the foreign currency purchased. Therefore, the Fund will always have cash, cash equivalents, or high quality debt securities available to cover Forward Contracts or to limit any potential risk. The segregated assets will be priced daily.
Forward Contracts may limit potential gain from a positive change in the relationship between the U.S. dollar and foreign currencies. Unanticipated changes in currency prices may result in poorer overall performance for a Fund than if it had not engaged in such contracts.
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 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
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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 Fund’s portfolio against declines in the U.S. dollar value of foreign portfolio securities and against increases in the dollar cost of foreign securities to be acquired. Writing an option on foreign currency constitutes only a partial hedge, up to the amount of the premium received. A Fund could lose money if it is required to purchase or sell foreign currencies at disadvantageous exchange rates. If exchange rate movements are adverse to a Fund’s position, the Fund may forfeit the entire amount of the premium as well as incur related transaction costs.
Additional Risks of 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 Fund’s ability to act upon economic events occurring in foreign markets during non-business hours in the United States; (iv) the imposition of different exercise and settlement terms and procedures and margin requirements than in the United States; and (v) lesser trading volume.
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 (except Small-Cap Core and Global Low Volatility Equity) invests in these securities, however, the Adviser analyzes these securities in its overall assessment of the effective duration of the Fund’s portfolio in an effort to monitor the Fund’s interest rate risk.
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).
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 clearing-house 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 also may be cleared and traded on exchanges on a voluntary basis. While the intent of these
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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 exchange 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 (i) 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;” (ii) 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 (iii) 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 recover nothing. However, if an event of default occurs, the Fund (as the buyer) will receive the full notional value of a reference obligation that may have little or no value. As a seller, the Fund receives a fixed rate of income throughout the term of the contract, which typically is between six months and three years, provided that there is no default event. If an event of default occurs, the seller must pay the buyer the full notional value of the reference obligation. Credit default swap transactions involve greater risks than if a Fund had invested in the reference obligation directly.
A swap option is a contract that gives a counterparty the right (but not the obligation) in return for payment of a premium, to enter into a new swap agreement or to shorten, extend, cancel, or otherwise modify an existing swap agreement at some designated future time on specified terms. A Fund may write (sell) and purchase put and call swap options.
Most swap agreements entered into by the Funds would calculate the obligations of the parties to the agreement on a net basis. Consequently, a Fund’s current obligations (or rights) under a swap agreement 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 Fund’s 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 Fund’s portfolio. Obligations under swap agreements so covered will not be construed to be senior securities for purposes of the Fund’s 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 Fund’s total assets.
Whether a Fund’s use of swap agreements or swap options will be successful in furthering its investment objective will depend on the ability of the Adviser to predict correctly whether certain types of investments are likely to produce greater returns than other investments. Certain restrictions imposed on the Funds by the Code for qualification as a RIC may limit each Fund’s 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 Fund’s 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 Fund’s repurchase agreement guidelines). However, in unusual or extreme market conditions, a counterparty’s creditworthiness and ability to perform may deteriorate rapidly and the availability of suitable replacement counterparties may become limited.
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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 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 clearing-houses and the consequences of insolvency of a clearing-house 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 organization’s 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.
Distressed Securities. The High Yield and Alternative Strategies Funds may invest in distressed securities, which involve loans, loan participations, bonds, notes, non-performing and sub-performing mortgage loans that 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 Fund’s 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.
Dollar Rolls. The Funds may invest in dollar rolls, which 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. The Fixed Income Funds utilize various investment tools to manage a portfolio’s duration. Duration is a measure of volatility in the price of a bond prior to maturity. Volatility is the magnitude of the change in the price of a bond relative to a change in the market interest rate. Volatility is based upon a bond’s coupon rate, maturity date, and the level of market yields of similar bonds. Generally, bonds with lower coupons or longer maturities will be more volatile than bonds with higher coupons or shorter maturities. Duration combines these variables into a single measure of price sensitivity to interest rate changes. For example, if interest rates decline by 1%, the market value of a portfolio with a duration of five years would rise by approximately 5%. Conversely, if interest rates increase by 1%, the market value of the portfolio would decline by approximately 5%.
Equity Securities The Equity, International and Global (except the TCH Emerging Markets Bond), and Alternative Funds invest in equity securities, which are fundamental units of ownership in a company. The following describes the types of equity securities in which the Funds may invest:
Common Stocks. Common stocks are the most prevalent type of equity security. Common stockholders are entitled to the net value of the issuer’s earnings and assets after the issuer pays its creditors and any preferred stockholders. As a result, changes in an issuer’s earnings directly influence the value of its common stock.
Common Stocks of Foreign Companies. Common stocks of foreign companies are equity securities issued by a corporation domiciled outside of the United States that trade on a domestic securities exchange.
Master Limited Partnerships (MLPs) and Other Publicly Traded Partnerships . 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.
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MLPs generally distribute all available cash flow (cash flow from operations less maintenance capital expenditures) in the form of quarterly distributions, but a Fund will be required for federal income tax purposes to include in its taxable income its allocable share of the MLP’s income regardless of whether any distributions are made by the MLP. Thus, if the distributions received by a Fund from an MLP are less than that Fund’s allocable share of the MLP’s income, the Fund may be required to sell other securities or utilize leverage so that it may satisfy the requirements to qualify as a RIC and avoid imposition of federal income and excise taxes at the Fund level. 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 Fund’s 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, a reduction in a Fund’s cash flow could occur along with a material decrease in the value of the Fund’s 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 Fund’s status as a RIC.
Preferred Stocks . 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. Warrants provide an option to buy the issuer’s stock or other equity securities at a specified price. When holding a warrant, a Fund may buy the designated shares by paying the exercise price before the warrant expires. Warrants may become worthless if the price of the stock does not rise above the exercise price by the stated expiration date. Rights are the same as warrants, except they are typically issued to existing stockholders.
Exchange-Traded Funds (ETFs). The Funds may invest in 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. Passively managed 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. Actively managed ETFs typically do not seek to replicate the performance of a particular index. Instead, they may be designed to track a popular investment manager’s picks or pursue a specific investment strategy.
Passively managed 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 index’s underlying component stocks. Unlike actively managed ETFs, passively managed 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.
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 ETF’s 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. Creation units are redeemed in kind for a portfolio of the underlying securities (based on the ETF’s 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 ETF’s portfolio,
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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, an ETF share may trade at a premium or discount to its net asset value.
In connection with its investment in ETF shares, a Fund will incur various costs. A Fund also may 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, a 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.
The underlying ETFs in which the Funds invest 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 many of the ETFs in which the Funds intend to invest are 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, no guarantee exists that shares of an alternate ETF would be available for investment at that time.
Fixed Income Securities. Unless specifically prohibited, the Funds may invest in fixed income securities, which generally pay interest at either a fixed or floating rate and provide more regular income than equity securities. However, the returns on fixed income securities are limited and normally do not increase with the issuer’s earnings. This limits the potential appreciation of fixed income securities as compared to equity securities. Fixed-rate securities and floating rate securities react differently as prevailing interest rates change.
Callable Securities. Certain fixed income securities in which the Funds invest are callable at the option of the issuer. Callable securities are subject to call risks. Call risks include the risk that the securities in which the Funds invest may be redeemed by the issuer before maturity. If this occurs, a Fund may have to reinvest the proceeds in securities that pay a lower interest rate, which may decrease the Fund’s yield. Call risks increase when interest rates are declining.
Fixed Rate Debt Securities. Debt securities that pay a fixed interest rate over the life of the security and have a long-term maturity may have many characteristics of short-term debt. For example, the market may treat fixed-rate/long-term securities as short-term debt when a security’s market price is close to the call or redemption price, or if the security is approaching its maturity date when the issuer is more likely to call or redeem the debt.
As interest rates change, the market prices of fixed-rate debt securities are generally more volatile than the prices of floating rate debt securities. As interest rates rise, the prices of fixed-rate debt securities fall, and as interest rates fall, the prices of fixed-rate debt securities rise. For example, a bond that pays a fixed interest rate of 10% is more valuable to investors when prevailing interest rates are lower; this value is reflected in a higher price, or premium. Conversely, if interest rates are over 10%, the bond is less attractive to investors, and sells at a lower price, or discount.
Floating Rate Debt Securities . The interest rate paid on floating rate debt securities is reset periodically (e.g., every 90 days) to a predetermined index rate. Commonly used indices include 90-day or 180-day Treasury bill rates, one month or three month 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.
High Yield Securities (Junk Bonds). High-yield securities are securities rated below investment grade. A Fund may hold high yield securities if securities it holds are not rated, rated below investment grade, or are downgraded below investment grade. While generally offering higher yields than investment grade securities with similar maturities, non-investment grade debt securities involve greater risks, including the possibility of default or bankruptcy. They are regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay 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. The Money Market Funds may not purchase high yield securities.
• Effect of Interest Rates and Economic Changes . All interest-bearing securities with fixed rates typically experience price appreciation when interest rates decline and price declines 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
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  rates, highly leveraged issuers of high yield securities may experience financial stress and may not have sufficient revenues to meet their payment obligations. The issuers of high yield securities are typically more leveraged, and the risk of loss due to default by an issuer of these securities is significantly greater than issuers of higher-rated securities because such securities are generally unsecured and are often subordinated to other creditors. Further, if the issuer of a high yield security defaulted, a Fund might incur additional expenses to seek recovery. Periods of economic uncertainty and changes would also generally result in increased volatility in the market prices of these securities and thus in the Fund’s net asset value.
• Payment Expectations . High yield securities typically contain redemption, call, or prepayment provisions that permit the issuer of such securities containing such provisions to redeem the securities at its discretion. During periods of falling interest rates, issuers of these securities are likely to redeem or prepay the securities and refinance them with debt securities with a lower interest rate. To the extent an issuer is able to refinance the securities, or otherwise redeem them, a Fund may have to replace the securities with a lower yielding security, which could result in a lower 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 Adviser’s credit analysis than would be the case with investments in investment-grade debt securities. The Adviser employs its own credit research and analysis, which includes a study of existing debt, capital structure, ability to service debt and to pay dividends, the issuer’s sensitivity to economic conditions, its operating history, and the current trend of earnings. The Adviser continually monitors 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, no established retail secondary market exists 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.
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. The Funds (other than the Ultra Short Tax-Free, Short Tax-Free, Intermediate Tax-Free, Government Money Market , and Tax-Free Money Market Funds ) may invest in foreign securities, which include securities (i) of issuers domiciled outside of the United States, including securities issued by foreign governments, (ii) that primarily trade on a foreign securities exchange or in a foreign market, or (iii) that are subject to substantial foreign risk based on factors such as whether a majority of an issuer’s revenue is earned outside of the United States and whether an issuer’s principal business operations are located outside of the United States.
In General. 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
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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. For more information regarding the risks related to foreign currency transactions, see “Derivative Instruments – Foreign Currency Transactions,” above.
Emerging Markets Securities. Emerging markets securities are fixed income and equity securities of foreign companies domiciled, headquartered, or whose primary business activities or principal trading markets are located in emerging and less developed markets (emerging markets). Investments in emerging markets securities involve special risks in addition to those generally associated with foreign investing. Many investments in emerging markets can be considered speculative and the value of those investments can be more volatile than investments in more developed foreign markets. This difference reflects the greater uncertainties of investing in less established markets and economies. Costs associated with transactions in emerging markets securities typically are higher than costs associated with transactions in U.S. securities. Such transactions also may involve additional costs for the purchase or sale of foreign currency.
Certain foreign markets (including emerging markets) may require governmental approval for the repatriation of investment income, capital, or the proceeds of sales of securities by foreign investors. A Fund could be adversely affected by delays in, or a refusal to grant, required governmental approval for repatriation of capital, as well as by the application to the Fund of any restrictions on investments.
Many emerging markets have experienced substantial rates of inflation for extended periods. Inflation and rapid fluctuations in inflation rates have had and may continue to have adverse effects on the economies and securities markets of certain emerging market countries.
Governments of many emerging market countries have exercised and continue to exercise substantial influence over many aspects of the private sector through ownership or control of many companies. The future actions of those governments could have a significant effect on economic conditions in emerging markets, which, in turn, may adversely affect companies in the private sector, general market conditions and prices and yields of certain of the securities in a Fund’s portfolio. Expropriation, confiscatory taxation, nationalization and political, economic, and social instability have occurred throughout the history of certain emerging market countries and could adversely affect Fund assets should any of those conditions recur. In addition, the securities laws of emerging market countries may be less developed than those to which U.S. issuers are subject.
Funding Agreements. The Funds may purchase Funding Agreements (Agreements), which are investment instruments issued by U.S. insurance companies. Pursuant to such Agreements, a Fund may make cash contributions to a deposit fund of the insurance company’s general or separate accounts. The insurance company then credits guaranteed interest to the Fund. The insurance company may assess periodic charges against an Agreement for expense and service costs allocable to it and the charges will be deducted from the value of the deposit fund. The purchase price paid for an Agreement becomes part of the general assets of the issuer and the Agreement is paid from the general assets of the issuer. The Money Market Funds will only purchase Agreements from issuers that meet quality and credit standards established by the Adviser. Generally, Agreements are not assignable or transferable without the permission of the issuing insurance companies and an active secondary market in Agreements does not currently exist. Also, the Money Market Funds may not have the right to receive the principal amount of an Agreement from the insurance company on seven days’ notice or less. Therefore, Agreements are typically considered to be illiquid investments.
General Tax Risks. Each Fund’s investments and investment strategies may be subject to special and complex federal income tax provisions that may, among other things: (i) disallow, suspend, or otherwise limit the allowance of certain losses or deductions; (ii) accelerate income to the Fund; (iii) convert long-term capital gain taxable at lower rates into short-term capital gain or ordinary income taxable at higher rates; (iv) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited); (v) treat dividends that would otherwise constitute qualified dividend income as non-qualified dividend income; or (vii) create a risk that the Fund will fail the diversification and source of income requirements under Subchapter M of the Code, which could cause the Fund to fail to qualify for the tax treatment applicable to a regulated investment company (RIC).
Initial Public Offerings. The Equity and Alternative Funds may invest in securities of companies in initial public offerings (IPOs). IPOs of securities issued by unseasoned companies with little or no operating history 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
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available to a Fund, or only in very limited quantities. Thus, when a Fund’s size is smaller, any gains from IPOs will have an exaggerated impact on the Fund’s 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. No assurance can be made that a Fund will have favorable IPO investment opportunities.
Lending of Portfolio Securities. In order to generate additional income, the Funds (other than the Money Market Funds ) may lend portfolio securities, although it is not a principal investment strategy for any Fund. 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. Certain of the Funds currently lend their portfolio securities through BMO Harris Bank N.A. (BMO Harris Bank), as agent. Certain other Funds lend their portfolio securities through State Street Bank & Trust Company 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 also is 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 includes the practice of borrowing money to purchase securities or borrowing securities to sell them short. Investments in derivatives also involve the use of leverage because the amount of exposure to the underlying asset is often greater than the amount of capital required to purchase the derivatives. Leverage can increase the investment returns of a Fund. However, if an asset decreases in value, the Fund will suffer a greater loss than it would have without the use of leverage. If a Fund employs leverage, the Fund will maintain long positions in assets available for collateral, consisting of cash, cash equivalents, and other liquid assets, to comply with applicable legal requirements. However, if the value of such collateral declines, margin calls by lending brokers could result in the liquidation of collateral assets at disadvantageous prices.
Liquidity Risk . Trading opportunities are more limited for fixed income securities that have not received any credit ratings, have received ratings below investment grade, or are not widely held. These features may make it more difficult to sell or buy a security at a favorable price or time. Consequently, a Fund may have to accept a lower price to sell a security, sell other securities to raise cash, or give up an investment opportunity, any of which could have a negative effect on the Fund’s performance. Infrequent trading of securities also may lead to an increase in their price volatility.
Liquidity risk also refers to the possibility that a Fund may not be able to sell a security or close out an investment contract when it wants to. If this happens, the Fund will be required to continue to hold the security or keep the position open and the Fund could incur losses. Recent market events have caused the markets for some of the securities in which the Funds invest to experience reduced liquidity.
For the Money Market Funds , significant redemptions by large investors in a Fund could have a material adverse effect on a Fund’s other shareholders and the net asset value could be affected by forced selling during periods of high redemption pressures and/or illiquid markets. To address this risk and in conjunction with changes to the money market fund rules which went into effect on October 14, 2016, the Money Market Funds adopted policies and procedures for the imposition by certain Funds of liquidity fees on redemptions or temporarily suspending redemptions (“gating”) if a Fund’s weekly liquid assets fall below a certain threshold and the Board determines such actions to be in the best interest of the Fund. Among other requirements, if a Fund’s weekly liquid assets fall below 10% of its total assets at the end of any business day, the Fund must impose a 1% liquidity fee on shareholder redemptions unless the Board determines that not doing so is in the best interests of the Fund. If the Fund’s weekly liquid assets fall below 30% of its total assets, the Board, in its discretion, may impose liquidity fees of up to 2% of the value of the shares redeemed or gate redemptions for a period of not more than 10 business days. The Board has chosen not to subject the Government Money Market Fund to a liquidity fee or redemption gate, and may do so in the future only with advance notice to shareholders.
Multi-Style Management Risks . Because portions of the Alternative Strategies Fund’s assets are managed by different Sub-Advisers using different styles, the Fund could experience overlapping security transactions or take opposite positions in the same securities. Certain Sub-Advisers may be purchasing securities at the same time that others may be selling those same securities, which may lead to higher transaction expenses compared to the Fund using a single investment management style. To a significant
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extent, the Fund’s performance will depend on the success of the Adviser in allocating the Fund’s assets among the various investment strategies and Sub-Advisers. Further, in the event that there is a proxy vote related to a security in which the Adviser and Sub-Advisers have taken opposite positions, proxies may be voted in a conflicting manner.
Municipal Securities. The Funds may invest in municipal securities, which are fixed income securities issued by states, counties, cities, and other political subdivisions and authorities. Although the income paid by most municipal securities is exempt from regular federal income tax, municipalities also may issue securities that pay income that is subject to the regular federal income tax and federal alternative minimum tax (AMT). 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. General obligation bonds are supported by the issuer’s full faith and credit. The issuer must levy and collect taxes sufficient to pay principal and interest on the bonds. However, the issuer’s authority to levy additional taxes may be limited by its charter or state law.
Special Revenue Bonds. Special revenue bonds are payable solely from specific revenues received by the issuer. The revenues may consist of specific taxes, assessments, tolls, fees, or other types of municipal revenues. For example, a municipality may issue bonds to build a toll road and pledge the tolls to repay the bonds. Bondholders could not collect from the municipality’s general taxes or revenues. Therefore, any shortfall in the tolls normally would result in a default on the bonds.
Private Activity Bonds. Private activity bonds are special revenue bonds used to finance private entities. For example, a municipality may issue bonds to finance a new factory to improve its local economy. The municipality would lend the proceeds to the company using the factory and the company would agree to make loan payments sufficient to repay the bonds. The bonds would be payable solely from the company’s loan payments and not from any other revenues of the municipality. Therefore, any default on the loan normally would result in a default on the bonds.
The interest on many types of private activity bonds is subject to the federal AMT. The Funds may invest in bonds subject to the federal AMT. Each of Ultra Short Tax-Free, Short Tax-Free, Intermediate Tax-Free , and Intermediate Tax-Free Money Market Funds is limited by its fundamental investment limitation in the amount it can invest in securities that may be subject to federal AMT (see “Fundamental Limitations — Tax Exempt Obligations”).
Anticipation Notes. 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. Tax increment financing bonds are payable from increases in taxes or other revenues attributable to projects financed by the bonds. For example, a municipality may issue these bonds to redevelop a commercial area. The tax increment financing bonds would be payable solely from any increase in sales taxes collected from merchants in the area. The bonds could default if merchants’ sales, and related tax collections, failed to increase as anticipated.
Municipal Securities include:
• TRANs: tax and revenue anticipation notes issued to finance working capital needs in anticipation of receiving taxes or other revenues;
• TANS: tax anticipation notes issued to finance working capital needs in anticipation of receiving taxes;
• RANs: revenue anticipation notes issued to finance working capital needs in anticipation of receiving revenues;
• BANS: bond anticipation notes that are intended to be refinanced through a later issuance of longer term bonds;
• municipal commercial paper and other short-term notes;
• variable rate demand notes;
• industrial development bonds;
• municipal bonds (including bonds having serial maturities and pre-refunded bonds) and leases;
• construction loan notes insured by the Federal Housing Administration and financed by Fannie Mae or GNMA; and
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• participation, trust, and partnership interests in any of the foregoing obligations.
Municipal Leases. A Fund may purchase participation interests that represent an undivided proportional interest in lease payments by a governmental or nonprofit entity. Lease obligations may be limited by a municipal charter or by the inclusion in leases or contracts of “non-appropriation” clauses that relieve governmental issuers of any obligation to make future payments under the lease or contract unless money is appropriated for such purpose by the appropriate legislative body. If the entity does not appropriate funds for future lease or contract payments, the entity cannot be compelled to make such payments. Furthermore, a lease may provide that the participants cannot accelerate lease obligations upon default. The participants would only be able to enforce lease payments as they became due. In the event of a default or failure of appropriation, it is unlikely that the participants would be able to obtain an acceptable substitute source of payment unless the participation interests are credit enhanced.
The Adviser must consider the following factors in determining the liquidity of municipal lease securities: (1) the frequency of trades and quotes for the security; (2) the volatility of quotations and trade prices for the security; (3) the number of dealers willing to purchase or sell the security and the number of potential purchasers; (4) dealer undertakings to make a market in the security; (5) the nature of the security and the nature of the marketplace trades; (6) the rating of the security and the financial condition and prospects of the issuer of the security; (7) such other factors as may be relevant to a Fund’s ability to dispose of the security; (8) whether the lease can be terminated by the lessee; (9) the potential recovery, if any, from a sale of the leased property upon termination of the lease; (10) the lessee’s general credit strength; (11) the likelihood that the lessee will discontinue appropriating funding for the leased property because the property is no longer deemed essential to its operations; and (12) any credit enhancement or legal recourse provided upon an event of non-appropriation or other termination of the lease.
Variable Rate Municipal Securities. Variable interest rates generally reduce changes in the market value of municipal securities from their original purchase prices. Accordingly, as interest rates decrease or increase, the potential for capital appreciation or depreciation is less for variable rate municipal securities than for fixed rate obligations. Many municipal securities with variable interest rates purchased by a Fund are subject to repayment of principal (usually within seven days) on the Fund’s demand. For purposes of determining a Fund’s average maturity, the maturities of these variable rate demand municipal securities (including participation interests) are the longer of the periods remaining until the next readjustment of their interest rates or the periods remaining until their principal amounts can be recovered by exercising the right to demand payment. The terms of these variable rate demand instruments require payment of principal and accrued interest from the issuer of the municipal obligations, the issuer of the participation interests or a guarantor of either issuer.
Geographic Diversification . Geographic diversification of the investments of the Tax-Free Money Market, Ultra Short Tax-Free, Short-Tax Free , and Intermediate Tax-Free Funds is achieved by purchasing issues of municipal securities representative of various areas of the U.S. and general obligations of states, cities, and school districts as well as some revenue issues that meet that Fund’s acceptable quality criteria.
Participatory Notes . Participatory notes 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 also are 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. No assurance can be made that the trading price or value of participatory notes will equal the value of the underlying equity securities they seek to replicate.
Portfolio Turnover. A Fund’s portfolio investments may be sold for a variety of reasons, such as a more favorable investment opportunity, market conditions, or other factors. A high rate of portfolio turnover (over 100%) may involve correspondingly greater transaction costs to 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 for federal income tax purposes.
Quantitative Model and Information Risks . Certain Sub-Advisers of the Alternative Strategies Fund may use quantitative models (Models) and information and data (Data). If such Models and/or Data 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
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of the Models depends on the accuracy and completeness of the analyses and assessments that were used in developing such Models. The success of Models that are predictive in nature is dependent largely upon the accuracy and reliability of the supplied historical data. 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. All Models are susceptible to input errors that may cause the resulting information to be incorrect.
Repurchase Agreements and Reverse Repurchase Agreements. All of the Funds may enter into a repurchase agreement or a reverse repurchase agreement. A repurchase agreement is a transaction in which a Fund buys a security from a dealer or bank and agrees to sell the security back at a mutually agreed upon time and price. The repurchase price exceeds the sale price, reflecting an agreed upon interest rate effective for the period the buyer owns the security subject to repurchase. The agreed upon interest rate is unrelated to the interest rate on that security. The Adviser will continually monitor the value of the underlying security to ensure that the value of the security always equals or exceeds the repurchase price. A Fund’s custodian is required to take possession of the securities subject to repurchase agreements. These securities are marked to market daily. To the extent that the original seller defaults and does not repurchase the securities from the Fund, the Fund could receive less than the repurchase price for such securities. In the event that such a defaulting seller files for bankruptcy or becomes insolvent, disposition of such securities by the Fund might be delayed pending court action. The Funds believe that, under the procedures normally in effect for custody of the portfolio securities subject to repurchase agreements, a court of competent jurisdiction would rule in favor of the Funds and allow retention or disposition of such securities. The Funds will enter into repurchase agreements only with banks and other recognized financial institutions, such as broker/dealers, that the Adviser has determined to be creditworthy.
Reverse repurchase agreement transactions are similar to borrowing cash. In a reverse repurchase agreement, a Fund sells a portfolio security to another person, such as a financial institution, broker or dealer, in return for a percentage of the instrument’s market value in cash, and agrees that on a stipulated date in the future the Fund will repurchase the portfolio security at a price equal to the original sale price plus interest. A Fund may use reverse repurchase agreements for liquidity and for avoiding a sale of portfolio instruments at a time when the sale may be deemed disadvantageous. 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.
During the period any reverse repurchase agreements are outstanding, but only to the extent necessary to assure completion of the reverse repurchase agreements, the Money Market Funds will restrict the purchase of portfolio instruments to money market instruments maturing on or before the expiration date of the reverse repurchase agreement.
Securities of Other Investment Companies. All of 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 Fund’s proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses Fund shareholders directly bear in connection with the Fund’s own operations. The Funds also may invest in investment companies that are not organized under the laws of the United States (Offshore Funds). In addition to the risks of investing in securities of other investment companies, Offshore Funds also are subject to the risks described under “Foreign Securities,” above.
The Funds are parties to a fund-of-funds exemptive order received from the SEC on June 25, 2014 that permits a Fund that relies on the order 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 that 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.
Short Sales. The Funds (other than the Money Market 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
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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. Because the Funds’ portfolio managers may interpret the market differently, it is possible that one Fund may be short a security at the same time that another Fund is long the same security.
Small and Mid-Cap Stocks . The Mid-Cap Value, Mid-Cap Growth, Small-Cap Value, Small-Cap Core, and Small-Cap Growth Funds may invest in small and mid-cap stocks. Generally, the smaller the market capitalization of a company, the fewer the number of shares traded daily, the less liquid its stock, and the more volatile its price. Market capitalization is determined by multiplying the number of a company’s outstanding shares by the current market price per share. Companies with smaller market capitalizations also tend to have unproven track records, a limited product or service base, and limited access to capital. These factors also increase risks and make these companies more likely to fail than companies with larger market capitalizations.
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 entity’s willingness to meet the terms of its debt obligations, are of considerable significance. Also, no assurance can be made that the holders of commercial bank loans to the same sovereign entity may not contest payments to the holders of sovereign debt in the event of default under commercial bank loan agreements. Financial markets have recently experienced increased volatility due to the uncertainty surrounding the sovereign debt of certain European countries, which may have significant adverse effects on the economies of these countries and increase the risks of investing in sovereign debt.
A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by a variety of factors, including among others, its cash flow situation, the extent of its foreign reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy toward principal international lenders, and the political constraints to which a sovereign debtor may be subject. A country whose exports are concentrated in a few commodities could be vulnerable to a decline in the international price of such commodities. Increased protectionism on the part of a country’s trading partners, or political changes in those countries, also could adversely affect its exports. Such events could diminish a country’s trade account surplus, if any, or the credit standing of a particular local government or agency. Another factor bearing on the ability of a country to repay sovereign debt is the level of the country’s international reserves. Fluctuations in the level of these reserves can affect the amount of foreign exchange readily available for external debt payments and, thus, could have a bearing on the capacity of the country to make payments on its sovereign debt.
To the extent that a country has a current account deficit (generally when its exports of merchandise and services are less than its country’s imports of merchandise and services plus net transfers (e.g., gifts of currency and goods) to foreigners), it may need to depend on loans from foreign governments, multilateral organizations, or private commercial banks; aid payments from foreign governments; and inflows of foreign investment. The access of a country to these forms of external funding may not be certain and a withdrawal of external funding could adversely affect the capacity of a government to make payments on its obligations. In addition, the cost of servicing debt obligations can be adversely affected by a change in international interest rates, since the majority of these obligations carry interest rates that are adjusted periodically based upon international rates.
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. The interests of holders of sovereign debt could be adversely affected in the course of restructuring arrangements or by certain other factors referred to below. Furthermore, some of the participants in the secondary market for sovereign debt also may be involved directly 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. No bankruptcy proceeding may exist by which sovereign debt on which a sovereign has defaulted may be collected in whole or in part.
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Foreign investment in certain sovereign debt is restricted or controlled to varying degrees. These restrictions or controls may at times limit or preclude foreign investment in such sovereign debt and increase the costs and expenses of a Fund. Certain countries in which the Fund may invest require governmental approval prior to investments by foreign persons, limit the amount of investment by foreign persons in a particular issuer, limit the investment by foreign persons only to a specific class of securities of an issuer that may have less advantageous rights than the classes available for purchase by domiciliaries of the countries or impose additional taxes on foreign investors. Certain issuers may require governmental approval for the repatriation of investment income, capital, or the proceeds of sales of securities by foreign investors. In addition, if a deterioration occurs in a country’s balance of payments, the country could impose temporary restrictions on foreign capital remittances. The Fund could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of capital, as well as by the application to the Fund of any restrictions on investments. Investing in local markets may require the Fund to adopt special procedures, seek local government approvals, or take other actions, each of which may involve additional costs to the Fund.
The sovereign debt in which a Fund may invest includes Brady Bonds, which are securities created through the exchange of existing commercial bank loans to public and private entities in certain emerging markets for new bonds in connection with debt restructurings under a debt restructuring plan introduced by former U.S. Secretary of the Treasury, Nicholas F. Brady. Brady Bonds may be collateralized or uncollateralized and are issued in various currencies (but primarily the dollar). Dollar-denominated, collateralized Brady Bonds, which may be fixed-rate bonds or floating-rate bonds, are generally collateralized in full as to principal by U.S. Treasury zero coupon bonds having the same maturity as the Brady Bonds. Interest payments on these Brady Bonds generally are collateralized by cash or securities in an amount that, in the case of fixed rate bonds, is equal to at least one year of rolling interest payments or, in the case of floating rate bonds, initially is equal to at least one year’s rolling interest payments based on the applicable interest rate at that time and is adjusted at regular intervals thereafter. Brady Bonds are often viewed as having several valuation components: (1) the collateralized repayment of principal, if any, at final maturity, (2) the collateralized interest payments, if any, (3) the uncollateralized interest payments, and (4) any uncollateralized repayment of principal at maturity (these uncollateralized amounts constitute the “residual risk”). In light of the residual risk of Brady Bonds and, among other factors, the history of defaults with respect to commercial bank loans by public and private entities of countries issuing Brady Bonds, investments in Brady Bonds have speculative characteristics. A Fund may purchase Brady Bonds with no or limited collateralization and will be relying for payment of interest and (except in the case of principal collateralized Brady Bonds) principal primarily on the willingness and ability of the foreign government to make payment in accordance with the terms of the Brady Bonds.
Temporary Investments. Each Fund (other than the Money Market Funds ) may temporarily invest without limit in short-term debt obligations (money market instruments) during times when market conditions warrant a defensive position. These investments may include commercial paper, bank instruments, U.S. government obligations, repurchase agreements, securities of other investment companies investing in short-term debt securities, and foreign short-term debt securities. Each Money Market Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar weighted average maturity, or investing in other securities that are eligible securities for purchase by money market funds as described in the “Fund Summary” section of the Prospectus and in accordance with federal laws concerning money market funds, in anticipation of, or in response to, adverse market economic, political, other conditions. The Funds’ temporary investments must be of comparable quality to their primary investments.
U.S. Government Securities. U.S. government securities include direct obligations of the U.S. government, including U.S. Treasury bills, notes, and bonds of varying maturities, and those issued or guaranteed by various U.S. government agencies and instrumentalities. Treasury securities are direct obligations of the federal government of the United States. Agency securities are issued or guaranteed by a federal agency or other government sponsored entity acting under federal authority. Some government entities are supported by the full faith and credit of the United States. Other government entities receive support through federal subsidies, loans, or other benefits. A few government entities have no explicit financial support, but are regarded as having implied support because the federal government sponsors their activities.
A Fund treats mortgage-backed securities guaranteed by a government sponsored entity as if issued or guaranteed by a federal agency. Although such a guarantee protects against credit risks, it does not reduce the market and prepayment risks.
Federal National Mortgage Association (Fannie Mae) and Federal Home Loan Mortgage Corporation (Freddie Mac) . Fannie Mae and Freddie Mac were placed into conservatorship by the Federal Housing Finance Agency (FHFA), an independent regulator, in 2008, and FHFA succeeded to all of their rights, titles, powers, and privileges. At the time Fannie Mae and Freddie Mac were placed in conservatorship, the U.S. Treasury established preferred stock purchase agreements pursuant to which the U.S. Treasury will contribute cash capital to maintain a positive net worth in each enterprise. These agreements were amended in December 2009 to permit the U.S. Treasury’s funding commitment to increase as necessary to accommodate any cumulative reduction in net worth of the enterprises for a three-year period. FHFA has the right to transfer or sell any asset or liability of
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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. The Fixed Income Funds may engage in when-issued and delayed delivery transactions. These transactions are made to secure what is considered to be an advantageous price or yield. Settlement dates may be a month or more after entering into these transactions and the market values of the securities purchased may vary from the purchase prices. Other than normal transaction costs, no fees or expenses are incurred. However, liquid assets of a Fund are segregated on the Fund’s records on the trade date in an amount sufficient to make payment for the securities to be purchased. These assets are marked to market daily and are maintained until the transaction has been settled.
Zero Coupon Securities. The Funds (other than the Global Low Volatility Equity, Pyrford International Stock, LGM Emerging Markets Equity, and Equity Funds ) may invest in zero coupon securities. Zero coupon securities do not pay interest or principal until final maturity, unlike debt securities that provide periodic payments of interest (referred to as a “coupon payment”). Investors buy zero coupon securities at a price below the amount payable at maturity. The difference between the purchase price and the amount paid at maturity represents interest on the zero coupon security. Investors must wait until maturity to receive interest and principal, which increases the interest rate and credit risks of a zero coupon security. 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 to dispose of its portfolio investments under disadvantageous circumstances or utilize leverage to generate sufficient cash to satisfy the distribution requirements for maintaining the Fund’s status as an RIC.
NON-FUNDAMENTAL INVESTMENT OBJECTIVES
The investment objective of each Fund shown below may be changed by the Board without shareholder approval.
• BMO Low Volatility Equity Fund: to provide capital appreciation.
• BMO Dividend Income Fund: to provide capital appreciation and current income.
• BMO Large-Cap Value Fund: to provide capital appreciation.
• BMO Large-Cap Growth Fund: to provide capital appreciation.
• BMO Mid-Cap Value Fund: to provide capital appreciation.
• BMO Mid-Cap Growth Fund: to provide capital appreciation.
• BMO Small-Cap Value Fund: to provide capital appreciation.
• BMO Small-Cap Core Fund: to provide capital appreciation.
• BMO Small-Cap Growth Fund: to provide capital appreciation.
• BMO Global Low Volatility Equity Fund: to provide capital appreciation.
• BMO Disciplined International Equity Fund: to provide capital appreciation.
• BMO Pyrford International Stock Fund: to provide capital appreciation.
• BMO LGM Emerging Markets Equity Fund: to provide capital appreciation.
• BMO TCH Emerging Markets Bond Fund: to maximize total return consistent with current income.
• BMO Global Long/Short Equity Fund: to provide capital appreciation.
• BMO Alternative Strategies Fund: to seek capital appreciation with an emphasis on absolute returns.
• BMO Ultra Short Tax-Free Fund: to provide current income exempt from federal income tax consistent with preservation of capital.
• BMO Short Tax-Free Fund: to provide current income exempt from federal income tax consistent with preservation of capital.
• BMO Short-Term Income Fund: to maximize total return consistent with current income.
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• BMO Intermediate Tax-Free Fund: to provide a high level of current income exempt from federal income tax consistent with preservation of capital.
• BMO Mortgage Income Fund: to maximize total return consistent with current income.
• BMO TCH Intermediate Income Fund: to maximize total return consistent with current income.
• BMO TCH Corporate Income Fund: to maximize total return consistent with current income.
• BMO TCH Core Plus Bond Fund: to maximize total return consistent with current income.
• BMO High Yield Bond Fund: to maximize total return consistent with current income.
• BMO Government Money Market Fund: to provide current income consistent with stability of principal.
• BMO Tax-Free Money Market Fund: to provide current income exempt from federal income tax consistent with stability of principal.
• BMO Prime Money Market Fund: to provide current income consistent with stability of principal.
• BMO Institutional Prime Money Market Fund: to provide current income consistent with preservation of capital.
• BMO In-Retirement Fund: to achieve growth, income, and conservation of capital to varying degrees depending on its proximity to its target date. As the Fund has passed its target date of 2010, the Fund has reduced its emphasis on growth and increase its emphasis on income and preservation of capital.
• BMO Target Retirement 2015 Fund: to achieve growth, income, and conservation of capital to varying degrees depending on its proximity to its target date. As the Fund has passed its target date, the Fund will reduce its emphasis on growth and increase its emphasis on income and preservation of capital.
• BMO Target Retirement 2020 Fund: to achieve growth, income, and conservation of capital to varying degrees depending on its proximity to its target date. As the Fund approaches and passes its target date, the Fund will reduce its emphasis on growth and increase its emphasis on income and preservation of capital.
• BMO Target Retirement 2025 Fund: to achieve growth, income, and conservation of capital to varying degrees depending on its proximity to its target date. As the Fund approaches and passes its target date, the Fund will reduce its emphasis on growth and increase its emphasis on income and preservation of capital.
• BMO Target Retirement 2030 Fund: to achieve growth, income, and conservation of capital to varying degrees depending on its proximity to its target date. As the Fund approaches and passes its target date, the Fund will reduce its emphasis on growth and increase its emphasis on income and preservation of capital.
• BMO Target Retirement 2035 Fund: to achieve growth, income, and conservation of capital to varying degrees depending on its proximity to its target date. As the Fund approaches and passes its target date, the Fund will reduce its emphasis on growth and increase its emphasis on income and preservation of capital.
• BMO Target Retirement 2040 Fund: to achieve growth, income, and conservation of capital to varying degrees depending on its proximity to its target date. As the Fund approaches and passes its target date, the Fund will reduce its emphasis on growth and increase its emphasis on income and preservation of capital.
• BMO Target Retirement 2045 Fund: to achieve growth, income, and conservation of capital to varying degrees depending on its proximity to its target date. As the Fund approaches and passes its target date, the Fund will reduce its emphasis on growth and increase its emphasis on income and preservation of capital.
• BMO Target Retirement 2050 Fund: to achieve growth, income, and conservation of capital to varying degrees depending on its proximity to its target date. As the Fund approaches and passes its target date, the Fund will reduce its emphasis on growth and increase its emphasis on income and preservation of capital.
• BMO Target Retirement 2055 Fund: to achieve growth, income, and conservation of capital to varying degrees depending on its proximity to its target date. As the Fund approaches and passes its target date, the Fund will reduce its emphasis on growth and increase its emphasis on income and preservation of capital.
• BMO Conservative Allocation Fund: to provide total return primarily from income, secondarily from appreciation.
• BMO Moderate Allocation Fund: to provide total investment return from income and appreciation.
• BMO Balanced Allocation Fund: to provide total investment return from income and appreciation.
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• BMO Growth Allocation Fund: to provide total investment return from income and appreciation.
• BMO Aggressive Allocation Fund: to provide total investment return primarily from appreciation, secondarily from income.
Investment Policies and Limitations
With respect to each Fund’s investment policies and limitations, if a percentage limitation is adhered to at the time of investment, a later increase or decrease in percentage resulting from any change in value or net assets will not result in a violation of such limitation, except in the case of borrowing money. For purposes of such policies and limitations, each Fund considers instruments (such as certificates of deposit and demand and time deposits) issued by a U.S. branch of a domestic bank or savings and loan having capital, surplus, and undivided profits in excess of $100,000,000 at the time of investment to be cash items. Under the 1940 Act, the authorization of a “majority of the outstanding voting securities” means the affirmative vote of the holders of the lesser of (i) 67% of the shares of a Fund represented at a meeting at which the holders of more than 50% of the Fund’s outstanding shares are represented or (ii) more than 50% of the outstanding shares of the Fund.
Fundamental Limitations
The following investment limitations are fundamental and cannot be changed for a Fund unless authorized by the “majority of the outstanding voting securities” of that Fund, as defined by the 1940 Act:
Issuing Senior Securities and Borrowing Money. A Fund will not issue senior securities or borrow money, except as the Investment Company Act of 1940, any rule, regulation or exemptive order thereunder, or any SEC staff interpretation thereof, may permit.
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 Fund’s 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 Fund’s total assets. This restriction shall not prevent a Fund from purchasing or holding U.S. government obligations, money market instruments, variable rate demand notes, bonds, debentures, notes, certificates of indebtedness, or other debt securities, entering into repurchase agreements, or engaging in other transactions where permitted by the Fund’s investment goal, policies, and limitations.
Investing in Commodities. A Fund (except for the Disciplined International Equity and Alternative Funds ) will not purchase or sell commodities unless acquired as a result of ownership of securities or other instruments and provided that this restriction shall not prevent the Fund (other than a Money Market Fund ) from (i) purchasing or selling futures contracts, options, and other derivative instruments or (ii) investing in securities or other instruments backed by physical commodities.
With respect to Disciplined International Equity and Alternative Funds , 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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Under this limitation, each of Small-Cap Core, Pyrford International Stock, Ultra Short Tax-Free, Short Tax-Free, Intermediate Tax-Free , and High Yield Bond Funds will consider each governmental subdivision, including states and the District of Columbia, territories, possessions of the United States or their political subdivisions, agencies, authorities, instrumentalities, or similar entities, a separate issuer if its assets and revenues are separate from those of the governmental body creating it and the security is backed only by its own assets and revenues. Industrial developments bonds backed only by the assets and revenues of a non-governmental user are considered to be issued solely by that user. If, in the case of an industrial development bond or government-issued security, a governmental or some other entity (such as a bank that issues a letter of credit) guarantees the security, such guarantee or letter of credit would be considered a separate security issued by the guarantor or other entity, subject to a limit on investments in the guarantor of 10% of total assets. Where a security is insured by bond insurance, the security shall not be considered a security issued or guaranteed by the insurer. Instead, the issuer of such security will be determined in accordance with the first and second sentences of this paragraph. The foregoing 10% restriction does not limit the percentage of the Ultra Short Tax-Free, Short Tax-Free, and Intermediate Tax-Free Funds ’ assets that may be invested in securities insured by any single insurer.
Concentration of Investments.
• Ultra Short Tax-Free, Short Tax-Free, and Intermediate Tax-Free Funds : For these Funds, a Fund will not invest 25% or more of the value of its total assets in any one industry, except that the Fund may invest 25% or more of the value of its total assets in cash or cash items, securities issued or guaranteed by the U.S. government, its agencies, or instrumentalities, and repurchase agreements collateralized by such securities for temporary defensive purposes. In addition, a Fund may invest more than 25% of the value of its total assets in obligations issued by any state, territory, or possession of the United States; the District of Columbia; or any of their authorities, agencies, instrumentalities, or political subdivisions, including tax-exempt project notes guaranteed by the U.S. government, regardless of the location of the issuing municipality. This policy applies to securities that are related in such a way that an economic, business, or political development affecting one security would also affect the other securities (such as securities paid from revenues from selected projects in transportation, public works, education, or housing).
• Target Date and Target Risk Funds : For these Funds, a Fund will not invest 25% or more of the value of its total assets in any one industry, except that the Fund may invest 25% or more of the value of its total assets in any one affiliated underlying fund, cash or cash items, securities issued or guaranteed by the U.S. government, its agencies, or instrumentalities, and repurchase agreements collateralized by such securities for temporary defensive purposes.
• All Other Funds : For these Funds, 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 (and domestic bank instruments for the Money Market Funds ) shall not be considered investments in any one industry.
Underwriting. A Fund will not underwrite securities of other issuers, except to the extent it may be deemed to be an underwriter within the meaning of the 1933 Act in connection with the purchase and sale of portfolio securities.
Tax Exempt Obligations. The Tax-Free Money Market Fund invests, under normal circumstances, its assets so that at least 80% of the annual interest income that the Fund distributes will be exempt from federal income tax, including the federal AMT.
Each of the Ultra Short Tax-Free, Short Tax-Free, and Intermediate Tax-Free Funds invests, under normal circumstances, at least 80% of the value of its net assets, plus the amount of any borrowings for investment purposes, in securities the income from which is exempt from federal income tax, including the federal AMT.
Non-Fundamental Limitations
The following investment limitations are non-fundamental and, therefore, may be changed by the Board without shareholder approval. Shareholders will be notified before any material change in these limitations becomes effective:
Selling Short and Buying on Margin. A Fund will not sell any securities short, unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short, or unless it covers such short sale as required by the current rules and positions of the SEC or its staff, and provided that transactions in futures contracts or other derivatives are not deemed to constitute selling securities short.
A Fund will not purchase any securities on margin, except that it may obtain such short-term credits as may be necessary for clearance of transactions, and provided that margin deposits in connection with futures contracts or other derivatives shall not constitute purchasing securities on margin.
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Pledging Assets. A Fund will not mortgage, pledge, or hypothecate any assets owned by the Fund, except as may be necessary in connection with permissible borrowings or investments and then such mortgaging, pledging, or hypothecating may not exceed 33 1/3% of the Fund’s total assets at the time of the borrowing or investment.
Investing in Illiquid and Restricted Securities. A Fund will not invest more than 15% (5% for a Money Market Fund ) of the value of its net assets in illiquid securities.
Purchasing Securities to Exercise Control. The Funds will not purchase securities of a company for the purpose of exercising control or management.
Investing in Securities of Other Investment Companies. Each Fund will limit its investment in other investment companies, 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 open market transactions involving only customary broker’s commissions. However, these limitations are not applicable if the securities are acquired in a merger, consolidation, reorganization or acquisition of assets. The Money Market Funds will limit their investments in other investment companies to those of money market funds having investment objectives and policies similar to their own.
Each Fund (excluding the Target Date Funds and Target Risk Funds ) 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 no Fund that has knowledge that its shares are purchased by another investment company relying on Section 12(d)(1)(G) of the 1940 Act will 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.
The Funds are parties to a fund-of-funds exemptive order received from the SEC on June 25, 2014 that permits a Fund that relies on the order 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 that 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.
Investing in Options. Except for bona fide hedging purposes, a Fund may not invest more than 5% of the value of its net assets in the sum of (a) premiums on open option positions on futures contracts, plus (b) initial margin deposits on financial futures contracts. A Fund will not purchase put options or write call options on securities unless the securities are held in the Fund’s portfolio or unless the Fund is entitled to them in deliverable form without further payment or has segregated liquid assets in the amount of any further payment. A Fund will not write call options in excess of 25% of the value of its total assets.
Money Market Fund Regulatory Compliance
The Money Market Funds are managed to comply with the various requirements of Rule 2a-7 under the 1940 Act, which regulates money market mutual funds. The Board has adopted procedures in accordance with Rule 2a-7, which govern the quality, maturity, diversity and liquidity of the Money Market Funds’ investments. Pursuant to Rule 2a-7, the Money Market Funds may invest only in securities which have been determined by the Board to present minimal credit risks to the Fund, based on the Board’s consideration of a number of factors including, but not limited to, financial condition, sources of liquidity, ability to react to market-wide and issuer- or guarantor-specific events, and positions within the industry and industry strength.
Other Investment Policies
Pursuant to Rule 35d-1 under the 1940 Act, each Fund (except the Alternative Strategies, Ultra Short Tax-Free, Short Tax-Free, Intermediate Tax-Free, TCH Corporate Income, Tax-Free Money Market, Prime Money Market, Institutional Prime Money Market, Target Date, and Target Risk Funds ) has adopted a non-fundamental investment policy to invest at least 80% of its assets (defined as net assets plus any borrowings for investment purposes) in the types of securities and investments suggested by its name. Each such Fund will provide its shareholders with at least 60 days’ prior written notice of any changes to such policy as required by Rule 35d-1. The Ultra-Short Tax-Free, Short Tax-Free, and Intermediate Tax-Free Funds , which have each adopted a 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 its name, may only change this policy with shareholder approval.
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Pursuant to Rule 35d-1 under the 1940 Act the Government Money Market Fund has adopted a non-fundamental investment policy to invest at least 80% of its total assets in obligations issued and/or guaranteed by the U.S. government or by its agencies or instrumentalities and in repurchase agreements secured by such obligations. In addition, as a result of recent amendments to Rule 2a-7 under the 1940 Act, the Government Money Market Fund has adopted a non-fundamental investment policy to invest at least 99.5% of its total assets in obligations issued and/or guaranteed by the U.S. government or by its agencies or instrumentalities and in repurchase agreements secured by such obligations. The Government Money Market Fund will provide its shareholders with at least 60 days’ prior written notice of any changes to such policy.
Valuation of Securities
Money Market Funds
The Board has approved the use of amortized cost for purposes of valuing portfolio instruments held by the Money Market Funds other than the Institutional Prime Money Market Fund . Under this method, portfolio instruments are valued at the acquisition cost as adjusted for amortization of premium or accumulation of discount rather than at current market value.
The procedures adopted by the Board for the Money Market Funds , other than the Institutional Prime Money Market Fund , in accordance with Rule 2a-7, are reasonably designed to stabilize the net asset value (NAV) per share, as computed for purposes of distribution and redemption, at $1.00 per share, taking into account current market conditions and the Funds’ investment goals. The Funds’ procedures include monitoring the relationship between the amortized cost value per share and the NAV per share based upon available indications of market value. The Board will take any steps it considers appropriate if there is a difference of more than 0.5 of 1% between the two values (such as redemption in kind or shortening the average portfolio maturity) to minimize any material dilution or other unfair results arising from differences between the two methods of determining NAV.
The Institutional Prime Money Market Fund , unlike the other Money Market Funds , does not seek to maintain a stable share price. Instead, its share price, which is its NAV per share, “floats” to reflect changes in the market values of its portfolio holdings.
The Money Market Funds are permitted to purchase instruments that are subject to demand features or standby commitments. As defined by the Rule, a demand feature entitles a Fund to receive the principal amount of the instrument from the issuer or a third party (1) on no more than 30 calendar days’ notice or (2) at specified intervals not exceeding 397 calendar days on no more than 30 calendar days’ notice. A standby commitment entitles a Fund to achieve same-day settlement and to receive an exercise price equal to the amortized cost of the underlying instrument plus accrued interest at the time of exercise.
The Money Market Funds acquire instruments subject to demand features and standby commitments to enhance the instruments’ liquidity. The Funds treat demand features and standby commitments as part of the underlying instruments, because the Funds do not acquire them for speculative purposes and cannot transfer them separately from the underlying instruments. Therefore, although the Funds define demand features and standby commitments as puts, the Funds do not consider them to be corporate investments for purposes of their investment policies.
Under the amortized cost method of valuation utilized by the Money Market Funds other than the Institutional Prime Money Market Fund , neither the amount of daily income nor the NAV is affected by any unrealized appreciation or depreciation of the portfolio. In periods of declining interest rates, the indicated daily yield on shares of the Money Market Funds , computed based upon amortized cost valuation, may tend to be higher than a similar computation made by using a method of valuation based upon market prices and estimates. In periods of rising interest rates, the indicated daily yield on shares of the Funds computed the same way may tend to be lower than a similar computation made by using a method of calculation based upon market prices and estimates.
Target Date and Target Risk Funds
Because the assets of the Target Date and Target Risk Funds consist primarily of shares of underlying funds, the NAV is determined based on the NAV of the underlying funds. It is not anticipated that the Pricing Committee of the Board will need to fair value any of the investments of the Funds. However, an underlying fund may need to fair value one of its investments, which may require the Target Date and Target Risk Funds to do the same because of delays in obtaining the underlying funds’ NAV.
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All Other Funds
Portfolio securities of the other Funds are valued as follows:
• for equity securities traded on a securities exchange, including NASDAQ, at the last sale price or official closing price reported on the exchange on which the security is principally traded;
• 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 generally are valued at amortized cost, which approximates fair value;
• 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, which is responsible for determinations of fair value. See “Directors and Officers – 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.
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 the Fund’s investments may change on days when you cannot purchase or sell Fund shares. In addition, a foreign exchange may not value its listed securities at the same times that the Fund calculates its NAV, giving rise to the possibility that significant events, including broad market moves, may occur in the interim, which may affect a security’s value.
The Pricing Committee may determine that a security needs to be fair valued if, among other things, it believes the value of the security might have been materially affected by events occurring after the close of the market in which the security was principally traded, but before the time for determination of the NAV (a subsequent event). A subsequent event might include a company-specific development (for example, announcement of a merger that is made after the close of the foreign market), a development that might affect an entire market or region (for example, weather related events) or a potentially global development (such as a terrorist attack that may be expected to have an effect on investor expectations worldwide). The Fund has 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.
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Trading in Foreign Securities
Trading in foreign securities may be completed at times that vary from the closing of the New York Stock Exchange (NYSE). In computing its NAV, the Funds value foreign securities at the latest closing price on the principal exchange on which they are traded immediately prior to the closing of the NYSE. Certain foreign currency exchange rates 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 Fund’s value for a security may be different from the last sale price (or the latest bid price).
What do Shares Cost?
Except under certain circumstances described in the Prospectus, shares of each class of each Fund (except the Money Market Funds ) are sold at their NAVs (plus any applicable sales charge) on days the NYSE is open for business. Shares of each class of the Money Market Funds are sold at their NAVs on any day the Federal Reserve Bank of New York is open for business and, alternatively, on any day the U.S. government securities markets are open and the Money Market Funds ’ portfolio managers determine sufficient liquidity exists in those markets.
The procedure for purchasing shares is explained in the Prospectus under “How to Buy Shares.”
How are Fund Shares Sold?
BMO Investment Distributors, LLC (BID), located at 115 South LaSalle Street, Chicago, Illinois 60603, serves as the principal distributor of the Funds’ shares (the Distributor). Under a Distribution Agreement with the Funds, 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:
Equity Funds, International and Global Funds, and Alternative Funds (excluding the Small-Cap Growth and TCH Emerging Markets Bond Funds)
Breakpoint   Typical Dealer
Concession as a % of
Public Offering Price
Under $50,000
  5.00%
$50,000 – $99,999
  4.00%
$100,000 – $249,999
  3.25%
$250,000 – $499,999
  2.50%
$500,000 – $999,999
  1.75%
$1,000,000 – $4,999,999
  1.00%
$5,000,000 – $9,999,999
  0.75%
$10,000,000 – $49,999,999
  0.50%
$50,000,000 and above
  0.25%
    
Mortgage Income, TCH Intermediate Income, High Yield Bond, and TCH Emerging Markets Bond Funds
Breakpoint   Typical Dealer
Concession as a % of
Public Offering Price
Under $100,000
  3.50%
$100,000 – $249,999
  3.00%
$250,000 – $499,999
  2.25%
$500,000 – $999,999
  1.75%
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Mortgage Income, TCH Intermediate Income, High Yield Bond, and TCH Emerging Markets Bond Funds
Breakpoint   Typical Dealer
Concession as a % of
Public Offering Price
$1,000,000 – $4,999,999
  1.00%
$5,000,000 – $9,999,999
  0.75%
$10,000,000 – $49,999,999
  0.50%
$50,000,000 and above
  0.25%
    
Intermediate Tax-Free, TCH Corporate Income, and TCH Core Plus Funds
Breakpoint   Typical Dealer
Concession as a % of
Public Offering Price
Under $100,000
  3.50%
$100,000 – $249,999
  3.00%
$250,000 – $499,999
  2.25%
$500,000 – $999,999
  1.75%
$1,000,000 – $4,999,999
  0.55%
$5,000,000 – $9,999,999
  0.50%
$10,000,000 – $49,999,999
  0.40%
$50,000,000 and above
  0.25%
    
Ultra Short Tax-Free Fund, Short Tax-Free Fund, and Short-Term Income Fund
Breakpoint   Typical Dealer
Concession as a % of
Public Offering Price
Under $100,000
  2.00%
$100,000 – $249,999
  1.50%
$250,000 – $499,999
  1.00%
$500,000 – $999,999
  0.75%
$1,000,000 – $4,999,999
  0.55%
$5,000,000 – $9,999,999
  0.50%
$10,000,000 – $49,999,999
  0.40%
$50,000,000 and above
  0.25%
Some or all of the sales charges may be paid as concessions to Authorized Dealers, as that term is defined under “How to Buy Shares - 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.
For the fiscal years ended August 31, 2014, August 31, 2015, and August 31, 2016, BID did not receive any commissions from the Funds.
12b-1 Plan (Class A and Class R3 Shares Only)
The Corporation has adopted two compensation-type distribution plans (one plan for the Target Date and Target Risk Funds and one plan for all other Funds) pursuant to Rule 12b-1 under the 1940 Act (each a Plan and together the Plans) for the Class A and Class R3 Shares only. The Plans allow the Funds to pay a maximum of 0.25% of the Class A and 0.50% of the Class R3 assets to the distributor for the sale and distribution of each Fund’s Class A and Class R3 shares and for services provided to shareholders of that class.
The fees paid pursuant to the Plans are used to finance activities of the Distributor principally intended to result in the sale of shares including: (1) providing incentive to broker/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
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prospective shareholders, brokers, dealers, financial institutions or financial intermediaries; and (4) other costs incurred in the implementation and operation of the Plans.
The Plans provide that (i) the Distributor has the right to select, in its sole discretion, brokers (including BMO Harris Financial Advisors (member FINRA/SIPC), an affiliate of the Adviser), dealers, participating financial institutions (including BMO Harris Bank, an affiliate of the Adviser) and other persons to participate in the Plans, and (ii) payments to the Distributor under the Plans will be made pursuant to the Distribution Agreement entered into by and between the Corporation and the Distributor and that payments made by the Distributor to brokers, dealers, participating financial institutions, and other persons with funds received as compensation under the Plans will be made pursuant to a Sales and Services Agreement entered into by and between the Distributor and such entity. The Plans also provide that the Distributor may terminate without cause and in its sole discretion any Sales and Services Agreement.
Other benefits of the Plans 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.
BID may voluntarily waive fees it receives for its distribution (12b-1) services under the Plans. BID may terminate such voluntary waivers at any time.
For the fiscal year ended August 31, 2016, the Class A and Class R3 shares of the Funds paid the following distribution (12b-1) fees under the Plans, and BID waived the following amounts.
    Distribution (12b-1) Fees
Paid/Distribution
(12b-1) Fees Waived 		  Distribution (12b-1) Fees
Paid/Distribution
(12b-1) Fees Waived
Fund   Class A   Class R3
Low Volatility Equity
  $ 18,637/$0   N/A
Dividend Income
  $ 189,799/$0   N/A
Large-Cap Value
  $ 81/$0   N/A
Large-Cap Growth
  $ 650/$0   N/A
Mid-Cap Value
  $ 82/$0   $ 127/$0
Mid-Cap Growth
  $ 72/$0   $ 116/$0
Small-Cap Value
  $ 166,297/$0   $ 321/$0
Small-Cap Core
  $ 1,544/$0   N/A
Global Low Volatility Equity
  $ 427/$0   N/A
Disciplined International Equity (1)
  $ 298/$0   N/A
Pyrford International Stock
  $ 1,025/$0   $ 113/$0
LGM Emerging Markets Equity
  $ 164,600/$0   N/A
TCH Emerging Markets Bond
  $9,631/$3,853   N/A
Alternative Strategies
  $ 1,129/$0   N/A
Global Long/Short Equity (1)
  $ 758/$0   N/A
Ultra Short Tax-Free
  $ 92/$0   N/A
Short Tax-Free
  $ 1,842/$737   N/A
Short-Term Income
  $ 106/$0   N/A
Intermediate Tax-Free
  $ 5,126/$366   N/A
Mortgage Income
  $ 73/$0   N/A
TCH Intermediate Income
  $ 63,942/$0   N/A
TCH Corporate Income
  $ 170/$98   N/A
TCH Core Plus Bond
  $ 2,468/$0   N/A
High Yield Bond
  $ 113,791/$0   N/A
In-Retirement
  N/A   $ 8,076/$0
Target Retirement 2015
  N/A   $ 814/$0
Target Retirement 2020
  N/A   $ 62,185/$0
Target Retirement 2025
  N/A   $ 5,579/$0
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    Distribution (12b-1) Fees
Paid/Distribution
(12b-1) Fees Waived 		  Distribution (12b-1) Fees
Paid/Distribution
(12b-1) Fees Waived
Fund   Class A   Class R3
Target Retirement 2030
  N/A   $ 52,884/$0
Target Retirement 2035
  N/A   $ 2,708/$0
Target Retirement 2040
  N/A   $ 29,211/$0
Target Retirement 2045
  N/A   $ 2,475/$0
Target Retirement 2050
  N/A   $ 23,092/$0
Target Retirement 2055
  N/A   $ 2,034/$0
Conservative Allocation
  N/A   $ 36,001/$0
Moderate Allocation
  N/A   $ 83,374/$0
Balanced Allocation
  N/A   $180,267/$0
Growth Allocation
  N/A   $139,393/$0
Aggressive Allocation
  N/A   $105,466/$0
(1) Amounts for the Disciplined International Equity Fund and Global Long/Short Equity Fund are for the period from September 17, 2015, each Fund’s inception date, to August 31, 2016, the end of the Funds’ fiscal year.
Shareholder Services (Class Y Shares Only)
The Adviser is the shareholder servicing agent for the Funds. As such, it provides shareholder services to the Funds that include, but are not limited to, distributing the Prospectuses and other information, providing shareholder assistance, and communicating or facilitating purchases and redemption of shares.
The Class Y shares may pay the Adviser a shareholder servicing fee equal to 0.25% of the assets of the Class Y shares for providing shareholder services and maintaining shareholder accounts. The Adviser may select others to perform these services for their customers and may pay them fees. The Adviser may voluntarily waive fees it receives for providing shareholder services and maintaining shareholder accounts. The Adviser may terminate such voluntary waivers at any time.
For the fiscal year ended August 31, 2016, the Class Y shares of the Funds paid the following shareholder servicing fees to the Adviser, which, unless otherwise indicated, contractually waived the following amounts.
    Shareholder Services Fees
Paid 		  Shareholder Services
Fees Waived
Fund   Class Y   Class Y
Large-Cap Value
  $ 391,708   $ 0
Large-Cap Growth
  $ 385,431   $ 0
Mid-Cap Value
  $ 408,190   $ 0
Mid-Cap Growth
  $ 270,988   $ 0
Small-Cap Growth
  $ 540,527   $ 0
Pyrford International Stock
  $ 228,443   $ 0
Ultra Short Tax-Free
  $ 148,155   $ 0
Short Tax-Free
  $ 43,568   $ 17,427
Short-Term Income
  $ 153,133   $ 0
Intermediate Tax-Free
  $3,135,820   $ 222,764
Mortgage Income
  $ 224,346   $ 0
TCH Corporate Income
  $ 235,166   $ 122,655
TCH Core Plus Bond
  $1,368,439   $ 0
Government Money Market
  $ 327,088   $ 179,891 (1)
Tax-Free Money Market
  $ 367,067   $ 218,132 (1)
Prime Money Market
  $2,940,849   $ 782,188 (1)
Institutional Prime Money Market (2)
  $ 50   $ 0
In-Retirement
  $ 9,920   $ 0
Target Retirement 2015
  $ 1,445   $ 0
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    Shareholder Services Fees
Paid 		  Shareholder Services
Fees Waived
Fund   Class Y   Class Y
Target Retirement 2020
  $ 50,105   $ 0
Target Retirement 2025
  $ 2,881   $ 0
Target Retirement 2030
  $ 52,670   $ 0
Target Retirement 2035
  $ 2,048   $ 0
Target Retirement 2040
  $ 32,326   $ 0
Target Retirement 2045
  $ 2,674   $ 0
Target Retirement 2050
  $ 24,858   $ 0
Target Retirement 2055
  $ 1,984   $ 0
Conservative Allocation
  $ 52,278   $ 0
Moderate Allocation
  $ 43,661   $ 0
Balanced Allocation
  $ 336,169   $ 0
Growth Allocation
  $ 84,827   $ 0
Aggressive Allocation
  $ 166,408   $ 0
(1) The Adviser voluntarily waived these amounts for the fiscal year ended August 31, 2016. The Adviser, as shareholder servicing agent, may terminate such voluntary waivers at any time.
(2) The amounts for the Institutional Prime Money Market Fund are for the period from June 6, 2016, the Fund’s inception date, to August 31, 2016, the end of the Fund’s fiscal year.
How to Buy Shares
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 Class A share purchases made on the same day by the investor, the investor’s spouse, and the investor’s children under age 21 when they calculate the sales charge. In addition, the sales charge, if applicable, is reduced for purchases made 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 an 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 Shares — Class A Shares -Sales Charge — Equity Funds and Global and International Funds (excluding the Small-Cap Growth and TCH Emerging Markets Bond Funds)” 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 fund’s reduced sales charge schedule applicable to a $50,000 investment in such fund’s 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.
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.
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Letter of Intent (Class A Shares Only)
A shareholder may sign a letter of intent committing to purchase a certain amount of a Fund’s 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 Fund’s 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 shareholder’s securities for federal income tax purposes.
Conversion Privilege
Shareholders of a Fund may elect on a voluntary basis to convert their shares in one class of a Fund into shares of a different class of the same Fund, subject to satisfying the eligibility requirements for investment in the new share class. You may be required to provide sufficient information to establish eligibility to convert to the new share class. A share conversion within the same Fund should not result in a capital gain or loss for federal income tax purposes. Please consult your own tax advisor regarding federal, state, foreign, and local tax considerations. The Fund may change, suspend, or terminate this conversion feature at any time.
Redemption In Kind
Although the Funds intend to pay share redemptions in cash, the Funds reserve the right, as described below, to pay the redemption price in whole or in part by a distribution of a Fund’s portfolio securities.
Because the Corporation has elected to be governed by Rule 18f-1 under the 1940 Act, each Fund is obligated to pay share redemptions to any one shareholder in cash only up to the lesser of $250,000 or 1% of the Fund’s net assets represented by such share class during any 90-day period. Any share redemption payment greater than this amount will be in cash unless the Adviser determines that payment should be in kind. In such a case, a Fund will pay all or a portion of the remainder of the redemption in portfolio securities, valued in the same way as the Fund determines its NAV. The portfolio securities will be selected in a manner that the Adviser deems fair and equitable and, to the extent available, such securities will be readily marketable.
A redemption in kind is not as liquid as a cash redemption. If a redemption is made in kind, the redeeming shareholder would incur transaction costs in selling the portfolio securities received, and the proceeds of such sales, when made, may be more or less than the value on the redemption date. Redemptions in kind are taxable for federal income tax purposes in the same manner as
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redemptions for cash. The subsequent sale of securities received in kind may result in taxable capital gains or realized losses for federal income tax purposes.
In addition, the Funds have adopted procedures, consistent with SEC guidelines, to permit a redemption in kind to an affiliate.
Purchases and Redemptions Through Authorized Dealers
You may purchase or redeem shares of the Funds through Authorized Dealers. Certain of these Authorized Dealers are authorized to designate other intermediaries to receive purchase and redemption orders on the Funds’ behalf. The Funds will be deemed to have received a purchase or redemption order for Fund shares when such Authorized Dealer or, if applicable, such Authorized Dealer’s authorized designee, receives the order.
Money Market Fund Redemptions
In connection with changes to Rule 2a-7 that went into effect on October 14, 2016, the Money Market Funds have adopted, policies and procedures permitting the Board to impose a liquidity fee on redemptions from certain Funds (up to 2%) or temporarily restrict redemptions from certain Funds up to 10 business days during a 90 day period (a redemption gate), in the event that the Fund’s weekly liquid assets fall below the following thresholds:
• 30% weekly liquid assets – If the Fund’s weekly liquid assets fall below 30% of the Fund’s total assets, and the Board determines it is in the best interests of the Fund, the Board may impose a liquidity fee of no more than 2% of the amount redeemed and/or a redemption gate that temporarily suspends the right of redemption.
• 10% weekly liquid assets – If the Fund’s weekly liquid assets fall below 10% of the Fund’s total assets, the Fund will impose, at the beginning of the next business day, a liquidity fee of 1% of the amount redeemed, unless the Board determines that imposing such a fee would not be in the best interests of the Fund or determines that a lower or higher fee (not to exceed 2%) would be in the best interests of the Fund.
If the Fund imposes a redemption gate, the Fund will not accept redemption or exchange orders until the Fund has notified shareholders that the redemption gate has been lifted. Any redemption or exchange orders submitted while a redemption gate is in effect will be cancelled without further notice. If you still wish to redeem or exchange shares once the redemption gate has been lifted, you will need to submit a new redemption or exchange request to the Fund.
The Board generally expects that a liquidity fee or redemption gate would be imposed, if at all, during periods of extraordinary market stress. Moreover, the Board generally expects that a liquidity fee or redemption gate would be imposed, if at all, after the Fund has notified shareholders that a liquidity fee or redemption gate will be imposed (generally, as of the beginning of the next business day following the announcement that the Fund has imposed the liquidity fee or redemption gate). Announcements regarding the imposition of a liquidity fee or redemption gate, or the termination of a liquidity fee or redemption gate, will be filed with the SEC on Form N-CR and will be available on the Fund’s website (http://www.bmofundsus.com). In addition, the Fund will make such announcements through a supplement to the Funds’ Prospectus and may make such announcements through a press release or by other means.
Liquidity fees and redemption gates will terminate at the beginning of the next business day once the Fund has invested 30% or more of its total assets in weekly liquid assets. The Fund may only suspend redemptions for up to 10 business days in any 90-day period.
A liquidity fee imposed by a Fund will reduce the amount you will receive upon the redemption of your shares, and will generally decrease the amount of any capital gain or increase the amount of any capital loss you will recognize with respect to such redemption. Some degree of uncertainty exists with respect to the tax treatment of liquidity fees received by money market funds and such tax treatment may be the subject of future guidance issued by the IRS. If a Fund receives liquidity fees, it will consider the appropriate tax treatment of such fees at such time.
The Board has chosen not to subject the Government Money Market Fund to a liquidity fee or redemption gate, and may do so in the future only with advance notice to shareholders.
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Account and Share Information
Voting and Distribution Rights
Shareholders of each Fund are entitled: (i) to one vote per full share of common stock; (ii) to distributions declared by the Board; and (iii) upon liquidation of 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 Corporation’s shares of common stock voting for the election of directors can elect the entire Board, and, in such event, the holders of the Corporation’s remaining shares voting for the election of directors will not be able to elect any person or persons to the Board.
The WBCL permits registered investment companies, such as the Corporation, to operate without an annual meeting of shareholders under specified circumstances if an annual meeting is not required by the 1940 Act. The Corporation holds meetings of shareholders as required by the 1940 Act, the Corporation’s Articles of Incorporation or By-laws. Directors may be removed by the shareholders at a special meeting. A special meeting of the shareholders may be called by the Board upon written request of shareholders owning at least 10% of the Corporation’s outstanding voting shares.
The shares are redeemable and transferable. All shares issued and sold by the Corporation will be fully paid and nonassessable.
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 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. As of November 30, 2016, the following shareholders owned of record or are known by the Corporation to own beneficially more than 5% of a Fund’s outstanding Class Y, Class I, Class A, Class R3, Class R6, or Premier Class shares:
Fund Name   Class   Name and Address   Number of Shares   Percent of Class
Low Volatility Equity   I   Mitra & Co FBO 98
Marshall & Ilsley Trust Oper
c/o BMO Harris Bank NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  6,469,485.56   64.66%
Low Volatility Equity   I   Wells Fargo Clearing Services
A/C 5851-0146
2801 Market St.
Saint Louis, MO 63103-2523 		  801,293.09   8.01%
Low Volatility Equity   I   National Financial Services LLC
FBO Exclusive Bene of our Customers
Attn: Mutual Funds Dept 4th Fl
499 Washington Blvd
Jersey City NJ 07310-2010 		  797,183.22   7.87%
Low Volatility Equity   I   Strafe Co
FBO NPT NFF
PO Box 6924
Newark DE 19714-6924 		  756,837.38   7.56%
Low Volatility Equity   A   Charles Schwab & Co. Inc.
Reinvest Account
Attn: Mutual Fund Dept.
211 Main St.
San Francisco, CA 94105-1905 		  432,587.65   30.78%
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Fund Name   Class   Name and Address   Number of Shares   Percent of Class
Low Volatility Equity   A   Pershing LLC
1 Pershing Plz
Jersey City, NJ 07399-0002 		  246,298.35   17.53%
Low Volatility Equity   A   LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr
San Diego CA 92121-3091 		  200,421.55   14.26%
Dividend Income   I   Mitra & Co FBO 98
Marshall & Ilsley Trust Oper
c/o BMO Harris Bank NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  2,234,470.39   83.32%
Dividend Income   A   Pershing LLC
1 Pershing Plz
Jersey City NJ 07399-0002 		  5,877,939.62   97.36%
Large-Cap Value   Y   Pershing LLC
1 Pershing Plz
Jersey City NJ 07399-0002 		  10,407,255.30   86.95%
Large-Cap Value   I   Mitra & Co FBO 98
Marshall & Ilsley Trust Oper
c/o BMO Harris Bank NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  6,008,324.27   64.60%
Large-Cap Value   I   TD Ameritrade Inc. for the
Exclusive Benefit of our Clients
PO Box 2226
Omaha NE 68103-2226 		  2,190,749.14   23.56%
Large-Cap Value   A   Maril & Co FBO 98
c/o BMO Harris Bank NA
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 		  1,939.44   73.46%
Large-Cap Value   A   UMB Bank NA
Cust. Roth IRA FBO
Our Customer
Hartford, WI 53027-9221 		  524.37   19.86%
Large-Cap Value   A   Pershing LLC
1 Pershing Plz
Jersey City NJ 07399-0002 		  176.48   6.68%
Large-Cap Value   R6   Maril & Co FBO 98
c/o BMO Harris Bank NA
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 		  3,643.09   100%
Large-Cap Growth   Y   Pershing LLC
1 Pershing Plz
Jersey City NJ 07399-0002 		  7,707,594.01   71.79%
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Fund Name   Class   Name and Address   Number of Shares   Percent of Class
Large-Cap Growth   I   Mitra & Co FBO 98
Marshall & Ilsley Trust Oper
c/o BMO Harris Bank NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  5,094,562.86   82.99%
Large-Cap Growth   I   Vallee & Co FBO 98
c/o BMO Harris Bank N.A.
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay WI 54304-5280 		  394,112.81   6.42%
Large-Cap Growth   A   TD Ameritrade Inc. for the
Exclusive Benefit of our Clients
PO Box 2226
Omaha NE 68103-2226 		  15,033.22   59.66%
Large-Cap Growth   A   Pershing LLC
1 Pershing Plz
Jersey City NJ 07399-0002 		  5,636.34   22.37%
Large-Cap Growth   A   Robert W. Baird & Co. Inc.
777 E. Wisconsin Ave. Fl. 29
Milwaukee, WI 53202-5391 		  2,973.98   11.80%
Large-Cap Growth   R6   Maril & Co FBO 98
c/o BMO Harris Bank NA
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 		  3,389.83   100%
Mid-Cap Value   Y   Pershing LLC
1 Pershing Plz
Jersey City NJ 07399-0002 		  6,540,452.47   49.92%
Mid-Cap Value   Y   Charles Schwab & Co Inc
Reinvest Account
Attn: Mutual Fund Dept
211 Main St
San Francisco CA 94105-1905 		  1,195,278.32   9.12%
Mid-Cap Value   Y   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  1,091,955.72   8.33%
Mid-Cap Value   Y   National Financial Services LLC
FBO Exclusive Bene of our Customers
Attn: Mutual Funds Dept 4th Fl
499 Washington Blvd
Jersey City NJ 07310-2010 		  950,373.17   7.25%
Mid-Cap Value   I   Mitra & Co FBO 98
Marshall & Ilsley Trust Oper
c/o BMO Harris Bank NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  2,915,853.16   47.66%
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Fund Name   Class   Name and Address   Number of Shares   Percent of Class
Mid-Cap Value   I   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  1,492,307.14   24.39%
Mid-Cap Value   I   National Financial Services LLC
FBO Exclusive Bene of our Customers
Attn: Mutual Funds Dept 4th Fl
499 Washington Blvd
Jersey City NJ 07310-2010 		  471,866.76   7.71%
Mid-Cap Value   I   Associated Trust Co. FBO
Our Customer
P.O. Box 22037
Green Bay, WI 54305-2037 		  344,444.21   5.63%
Mid-Cap Value   A   Maril & Co FBO 98
c/o BMO Harris Bank NA
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 		  1,909.85   63.84%
Mid-Cap Value   A   Pershing LLC
1 Pershing Plz
Jersey City NJ 07399-0002 		  1,081.67   36.16%
Mid-Cap Value   R3   Maril & Co FBO 98
c/o BMO Harris Bank NA
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 		  1,906.23   97.47%
Mid-Cap Value   R6   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  1,038,555.83   96.20%
Mid-Cap Growth   Y   Pershing LLC
1 Pershing Plz
Jersey City NJ 07399-0002 		  5,055,206.47   77.10%
Mid-Cap Growth   Y   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  329,615.63   5.03%
Mid-Cap Growth   I   Mitra & Co FBO 98
Marshall & Ilsley Trust Oper
c/o BMO Harris Bank NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  2,026,262.54   83.51%
Mid-Cap Growth   I   SEI Private Trust Co
c/o Harris Bank/M&I ID 940
Attn: Mutual Fund Administrator
1 Freedom Valley Dr
Oaks PA 19456-9989 		  231,840.69   9.56%
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Fund Name   Class   Name and Address   Number of Shares   Percent of Class
Mid-Cap Growth   A   Maril & Co FBO 98
c/o BMO Harris Bank NA
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 		  1,494.95   73.07%
Mid-Cap Growth   A   Pershing LLC
1 Pershing Plz
Jersey City NJ 07399-0002 		  419.68   20.51%
Mid-Cap Growth   R3   Maril & Co FBO 98
c/o BMO Harris Bank NA
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 		  1,460.42   100%
Mid-Cap Growth   R6   Maril & Co FBO 98
c/o BMO Harris Bank NA
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 		  1,457.02   100%
Small-Cap Value   I   Mitra & Co FBO 98
Marshall & Ilsley Trust Oper
c/o BMO Harris Bank NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  799,057.46   47.47%
Small-Cap Value   I   National Financial Services LLC
FBO Exclusive Bene of our Customers
Attn: Mutual Funds Dept 4th Fl
499 Washington Blvd
Jersey City NJ 07310-2010 		  422,842.17   25.12%
Small-Cap Value   I   State St. Bank & Trust Co. as Cust.
For MML FBO its Clients
1200 Crown Colony Dr. #10313
Quincy, MA 02169-0938 		  126,617.36   7.52%
Small-Cap Value   I   LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr
San Diego CA 92121-3091 		  86,152.86   5.12%
Small-Cap Value   A   Pershing LLC
1 Pershing Plz
Jersey City NJ 07399-0002 		  2,846,410.35   84.75%
Small-Cap Value   A   Charles Schwab & Co Inc
Reinvest Account
Attn: Mutual Fund Dept
211 Main St
San Francisco CA 94105-1905 		  252,622.97   7.52%
Small-Cap Value   R3   Maril & Co FBO 98
c/o BMO Harris Bank NA
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 		  1,966.06   25.12%
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Fund Name   Class   Name and Address   Number of Shares   Percent of Class
Small-Cap Value   R3   ING Life Insurance and Annuity
Company
1 Orange Way
Windsor CT 06095-4773 		  1,770.18   22.61%
Small-Cap Value   R3   AUL American Group
Retirement Annuity
One American Square
P.O. Box 368
Indianapolis, IN 46206-0368 		  4,091.63   52.27%
Small-Cap Value   R6   ING Life Insurance and Annuity
Company
1 Orange Way
Windsor CT 06095-4773 		  68,340.76   92.07%
Small-Cap Core   I   Mitra & Co FBO 98
Marshall & Ilsley Trust Oper
c/o BMO Harris Bank NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  885,578.94   73.44%
Small-Cap Core   I   SEI Private Trust Co.
c/o BMO Harris 940
Attn: Mutual Funds Admin.
1 Freedom Valley Dr.
Oaks, PA 19456-9989 		  140,284.44   11.63%
Small-Cap Core   I   Vallee & Co FBO 98
c/o BMO Harris Bank N.A.
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay WI 54304-5280 		  86,882.59   7.20%
Small-Cap Core   A   Maril & Co FBO 98
c/o BMO Harris Bank NA
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 		  52,868.85   94.54%
Small-Cap Growth   Y   Pershing LLC
1 Pershing Plz
Jersey City NJ 07399-0002 		  2,283,268.44   30.40%
Small-Cap Growth   Y   National Financial Services LLC
FBO Exclusive Bene of our Customers
Attn: Mutual Funds Dept 4th Fl
499 Washington Blvd
Jersey City NJ 07310-2010 		  1,657,878.74   22.07%
Small-Cap Growth   Y   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  1,191,751.43   15.87%
Small-Cap Growth   Y   Charles Schwab & Co Inc
Reinvest Account
Attn: Mutual Fund Dept
211 Main St
San Francisco CA 94105-1905 		  560,380.23   7.46%
B-46

 

Table of Contents
Fund Name   Class   Name and Address   Number of Shares   Percent of Class
Small-Cap Growth   Y   AUL American Group
Retirement Annuity
One American Square
PO Box 368
Indianapolis IN 46206-0368 		  392,019.44   5.22%
Small-Cap Growth   I   VRSCO
FBO AIGFSB Custodian Trustee FBO
Moses Cone Health System 403B
2727A Allen Pkwy #4-D1
Houston, TX 77019-2107 		  1,825,428.90   20.95%
Small-Cap Growth   I   National Financial Services LLC
FBO Exclusive Bene of our Customers
ATTN Mutual Funds Dept 4th Fl
499 Washington Blvd
Jersey City NJ 07310-2010 		  1,722,605.37   19.77%
Small-Cap Growth   I   Mitra & Co FBO 98
Marshall & Ilsley Trust Oper
c/o BMO Harris Bank NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  1,613,815.89   18.52%
Small-Cap Growth   I   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  1,373,270.99   15.76%
Global Low Volatility
Equity 		  I   Mitra & Co FBO 98
Marshall & Ilsley Trust Oper
c/o BMO Harris Bank NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  2,711,947.97   59.13%
Global Low Volatility
Equity 		  I   Jewish Communal Fund
575 Madison Ave, Ste 730
New York, NY 10022-8591 		  829,187.40   18.08%
Global Low Volatility
Equity 		  I   Strafe Co.
FBO Neubauer Foundation
P.O. Box 6924
Newark, DE 19714-6924 		  640,000.00   13.95%
Global Low Volatility
Equity 		  I   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  337,789.45   7.37%
Global Low Volatility
Equity 		  A   Maril & Co FBO 98
c/o BMO Harris Bank NA
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 		  8,997.14   39.10%
Global Low Volatility
Equity 		  A   NFS LLC FEBO
Our Customer
Burlington, MA 01803-1215 		  3,228.35   14.03%
B-47

 

Table of Contents
Fund Name   Class   Name and Address   Number of Shares   Percent of Class
Global Low Volatility
Equity 		  A   NFS LLC FEBO
NFS/FMTC IRA
FBO Our Customer
Marietta, GA 30066-2545 		  3,149.61   13.69%
Global Low Volatility
Equity 		  A   Pamela Miller Ttee
U/A DTD 10/22/1998
Pamela Miller Rev Living Trust
Sarasota FL 34232-7518 		  1,966.97   8.55%
Disciplined
International Equity 		  I   Mitra & Co FBO 98
Marshall & Ilsley Trust Oper
c/o BMO Harris Bank NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  5,262,914.68   78.12%
Disciplined
International Equity 		  I   First State Trust Co 1
Delaware Corporate Center II
2 Righter Pkwy
Wilmington DE 79803-1532 		  1,462,389.99   21.71%
Disciplined
International Equity 		  A   Maril & Co FBO 98
c/o BMO Harris Bank NA
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 		  10,000.00   76.27%
Disciplined
International Equity 		  A   Charles Schwab & Co Inc
Reinvest Account
Attn: Mutual Fund Dept
211 Main St
San Francisco CA 94105-1905 		  3,111.11   23.73%
Global Long/Short
Equity 		  I   Maril & Co FBO 98
c/o BMO Harris Bank NA
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 		  190,000.00   54.00%
Global Long/Short
Equity 		  I   Northern Trust Company
FBO Fortress Alternative Asset
P.O. Box 92956
Chicago, IL 60675-2956 		  128,676.39   36.57%
Global Long/Short
Equity 		  A   Charles Schwab & Co Inc
Reinvest Account
Attn: Mutual Fund Dept
211 Main St
San Francisco CA 94105-1905 		  31,058.23   74.58%
Global Long/Short
Equity 		  A   Maril & Co FBO 98
c/o BMO Harris Bank NA
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 		  10,000.00   24.01%
Pyrford International
Stock 		  Y   Pershing LLC
1 Pershing Plz
Jersey City NJ 07399-0002 		  7,739,228.32   94.85%
B-48

 

Table of Contents
Fund Name   Class   Name and Address   Number of Shares   Percent of Class
Pyrford International
Stock 		  I   Mitra & Co FBO 98
Marshall & Ilsley Trust Oper
c/o BMO Harris Bank NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  7,367,233.18   17.75%
Pyrford International
Stock 		  I   SEI Private Trust Co
c/o Harris Bank/M&I ID 940
Attn: Mutual Fund Administrator
1 Freedom Valley Dr
Oaks PA 19456-9989 		  4,791,269.93   11.55%
Pyrford International
Stock 		  I   Grange Mutual Casualty Company
671 S. High St.
Columbus, OH 43206-1049 		  4,560,530.68   10.99%
Pyrford International
Stock 		  I   Charles Schwab & Co Inc
Reinvest Account
Attn: Mutual Fund Dept
211 Main St
San Francisco CA 94105-1905 		  3,089,740.65   7.45%
Pyrford International
Stock 		  I   National Financial Services LLC
FBO Exclusive Bene. of our Customers
Attn: Mutual Funds Dept. 4th Fl.
499 Washington Blvd.
Jersey City, NJ 07310-2010 		  2,884,657.49   6.95%
Pyrford International
Stock 		  I   Capinco c/o U.S. Bank NA
1555 N. Rivercenter Dr., Ste. 302
Milwaukee, WI 53212-3958 		  2,682,654.74   6.46%
Pyrford International
Stock 		  A   NFS LLC FEBO
NFS/FMTC Rollover IRA
FBO Our Customer
Los Angeles, CA 90049-4587 		  3,861.65   40.89%
Pyrford International
Stock 		  A   Maril & Co FBO 98
c/o BMO Harris Bank NA
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 		  1,957.49   20.72%
Pyrford International
Stock 		  A   NFS LLC FEBO
Our Customer
Los Angeles, CA 90049-4587 		  1,091.19   11.55%
Pyrford International
Stock 		  A   Pershing LLC
1 Pershing Plz
Jersey City NJ 07399-0002 		  737.44   7.81%
Pyrford International
Stock 		  A   NFS LLC FEBO
Our Customer
Pittsburgh, PA 15232-1412 		  690.67   7.31%
Pyrford International
Stock 		  R3   Maril & Co FBO 98
c/o BMO Harris Bank NA
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 		  1,945.62   100%
B-49

 

Table of Contents
Fund Name   Class   Name and Address   Number of Shares   Percent of Class
Pyrford International
Stock 		  R6   Wells Fargo Bank FBO
Various Retirement Plans
9888888836
1525 West WT Harris Blvd.
Charlotte, NC 28288-1076 		  758,776.76   34.91%
Pyrford International
Stock 		  R6   Flexpath IndexPlus Moderate 2035
Fund I Series
1100 North Market Street
9th Floor
Attn: Dara Alderton
Wilmington DE 19890-1100 		  253,653.29   11.67%
Pyrford International
Stock 		  R6   Flexpath IndexPlus Moderate 2025
Fund I Series
1100 North Market Street
9th Floor
Attn: Dara Alderton
Wilmington DE 19890-1100 		  222,288.76   10.23%
Pyrford International
Stock 		  R6   Comerica Bank FBO ReadingFMMutua
P.O. Box 75000 MSC 3446
Detroit MI 48275-0001 		  213,648.30   9.83%
Pyrford International
Stock 		  R6   Flexpath IndexPlus Moderate 2045
Fund I Series
1100 North Market Street
9th Floor
Attn: Dara Alderton
Wilmington DE 19890-1100 		  195,346.71   8.99%
Pyrford International
Stock 		  R6   WTRISC FBO Flexpath Plus CITS
1100 North Market Street
9th Floor
Attn: Dara Alderton
Wilmington DE 19890-1100 		  164,453.68   7.57%
LGM Emerging Markets
Equity 		  I   Mitra & Co FBO 98
Marshall & Ilsley Trust Oper
c/o BMO Harris Bank NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  3,870,588.13   57.22%
LGM Emerging Markets
Equity 		  I   Charles Schwab & Co Inc
Reinvest Account
Attn: Mutual Fund Dept
211 Main St
San Francisco CA 94105-1905 		  987,989.47   14.61%
LGM Emerging Markets
Equity 		  I   Capinco c/o U.S. Bank NA
1555 N. Rivercenter Dr., Ste. 302
Milwaukee, WI 53212-3958 		  537,001.06   7.94%
LGM Emerging Markets
Equity 		  I   SEI Private Trust Co
c/o Harris Bank/M&I ID 940
Attn: Mutual Fund Administrator
1 Freedom Valley Dr
Oaks PA 19456-9989 		  427,028.62   6.31%
B-50

 

Table of Contents
Fund Name   Class   Name and Address   Number of Shares   Percent of Class
LGM Emerging Markets
Equity 		  I   National Financial Services LLC
FBO Exclusive Bene of our Customers
Attn: Mutual Funds Dept 4th Fl
499 Washington Blvd
Jersey City NJ 07310-2010 		  418,046.08   6.18%
LGM Emerging Markets
Equity 		  A   Pershing LLC
1 Pershing Plz
Jersey City NJ 07399-0002 		  3,484,857.11   92.88%
TCH Emerging Markets
Bond 		  I   Mitra & Co FBO 98
Marshall & Ilsley Trust Oper
c/o BMO Harris Bank NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  1,300,585.08   97.96%
TCH Emerging Markets
Bond 		  A   Maril & Co FBO 98
c/o BMO Harris Bank NA
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 		  10,175.01   91.06%
TCH Emerging Markets
Bond 		  A   UMB Bank NA
Cust. IRA FBO
Our Customer
Edgerton, WI 53534-8613 		  824.71   7.38%
Alternative Strategies   I   Mitra & Co FBO 98
Marshall & Ilsley Trust Oper
c/o BMO Harris Bank NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  8,285,289.70   82.45%
Alternative Strategies   I   SEI Private Trust Co.
c/o BMO Harris Bank ID 940
Attn: Mutual Fund Admin.
1 Freedom Valley Dr.
Oaks, PA 19456-9989 		  617,011.99   6.14%
Alternative Strategies   I   Charles Schwab & Co Inc
Reinvest Account
Attn: Mutual Fund Dept
211 Main St
San Francisco CA 94105-1905 		  555,069.46   5.52%
Alternative Strategies   I   SEI Private Trust Co.
c/o BMO Harris Bank ID 940
Attn: Mutual Fund Admin.
1 Freedom Valley Dr.
Oaks, PA 19456-9989 		  521,730.09   5.19%
Alternative Strategies   A   Charles Schwab & Co Inc
Reinvest Account
Attn: Mutual Fund Dept
211 Main St
San Francisco CA 94105-1905 		  10,791.83   43.41%
Alternative Strategies   A   NFS LLC FEBO
Our Customer
Wallingford, PA 19086-6013 		  4,322.77   17.39%
B-51

 

Table of Contents
Fund Name   Class   Name and Address   Number of Shares   Percent of Class
Alternative Strategies   A   NFS LLC FEBO
NFS/FMTC SEP IRA
FBO Our Customer
Las Vegas, NV 89103-8209 		  3,621.07   14.57%
Alternative Strategies   A   NFS LLC FEBO
Our Customer
Florence, OR 97439-8351 		  1,886.15   7.59%
Alternative Strategies   A   NFS LLC FEBO
Our Customer
Portland, OR 97225-7062 		  1,870.91   7.53%
Ultra Short Tax-Free   Y   Pershing LLC
1 Pershing Plz
Jersey City NJ 07399-0002 		  2,497,007.33   52.15%
Ultra Short Tax-Free   Y   National Financial Services LLC
FBO Exclusive Bene of our Customers
Attn: Mutual Funds Dept 4th Fl
499 Washington Blvd
Jersey City NJ 07310-2010 		  835,895.21   17.46%
Ultra Short Tax-Free   Y   Charles Schwab & Co Inc
Special Custody A/C FBO Customers
Attn: Mutual Fund Dept
211 Main St
San Francisco CA 94105-1905 		  357,152.21   7.46%
Ultra Short Tax-Free   Y   Mitra & Co FBO 98
Marshall & Ilsley Trust Oper
c/o BMO Harris Bank NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  342,787.17   7.16%
Ultra Short Tax-Free   Y   Soil & Engineering Services Inc
1102 Stewart St
Madison WI 53713-4648 		  300,226.42   6.27%
Ultra Short Tax-Free   I   SEI Private Trust Co
c/o ID940
Attn: Mutual Funds Admin
1 Freedom Valley Dr
Oaks PA 19456-9989 		  17,845,374.17   31.49%
Ultra Short Tax-Free   I   Merrill Lynch Pierce Fenner & Smith
For the Sole Benefit of its Customers
4800 Deer Lake Dr. E
Jacksonville, FL 32246-6484 		  6,542,888.58   11.55%
Ultra Short Tax-Free   I   SEI Private Trust Co
c/o Harris Bank/M&I ID 940
Attn: Mutual Funds Administrator
1 Freedom Valley Dr
Oaks PA 19456-9989 		  6,411,451.28   11.31%
Ultra Short Tax-Free   I   Mitra & Co FBO 98
Marshall & Ilsley Trust Oper
c/o BMO Harris Bank NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  4,913,819.43   8.67%
B-52

 

Table of Contents
Fund Name   Class   Name and Address   Number of Shares   Percent of Class
Ultra Short Tax-Free   I   National Financial Services LLC
FBO Exclusive Bene of our Customers
Attn: Mutual Funds Dept 4th Fl
499 Washington Blvd
Jersey City NJ 07310-2010 		  3,509,697.33   6.19%
Ultra Short Tax-Free   A   TD Ameritrade Inc. for the
Exclusive Benefit of our Clients
PO Box 2226
Omaha NE 68103-2226 		  5,868.59   70.15%
Ultra Short Tax-Free   A   Maril & Co FBO 98
c/o BMO Harris Bank NA
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 		  2,496.74   29.85%
Short Tax-Free   Y   Pershing LLC
1 Pershing Plz
Jersey City NJ 07399-0002 		  1,047,982.43   68.68%
Short Tax-Free   Y   Charles Schwab & Co Inc
Reinvest Account
Attn: Mutual Fund Dept
211 Main St
San Francisco CA 94105-1905 		  210,678.29   13.81%
Short Tax-Free   Y   National Financial Services LLC
FBO Exclusive Bene. of our Customers
Attn: Mutual Funds Dept. 4th Fl.
499 Washington Blvd.
Jersey City, NJ 07310-2010 		  204,947.42   13.43%
Short Tax-Free   I   SEI Private Trust Co
c/o BMO Harris Bank ID940
Attn: Mutual Funds Administrator
1 Freedom Valley Dr
Oaks PA 19456-9989 		  10,950,796.58   69.59%
Short Tax-Free   I   Mitra & Co FBO 98
Marshall & Ilsley Trust Oper
c/o BMO Harris Bank NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  1,213,151.46   7.71%
Short Tax-Free   I   Vallee & Co FBO 98
c/o BMO Harris Bank NA
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 		  1,070,947.61   6.81%
Short Tax-Free   I   Charles Schwab & Co Inc
Reinvest Account
Attn: Mutual Fund Dept
211 Main St
San Francisco CA 94105-1905 		  842,271.08   5.35%
Short Tax-Free   A   TD Ameritrade Inc. for the
Exclusive Benefit of our Clients
PO Box 2226
Omaha NE 68103-2226 		  26,306.36   23.01%
B-53

 

Table of Contents
Fund Name   Class   Name and Address   Number of Shares   Percent of Class
Short Tax-Free   A   NFS LLC FEBO
Our Customer
Pensacola, FL 32504-8582 		  19,682.09   17.22%
Short Tax-Free   A   NFS LLC FEBO
Our Customer
Avella PA 15312-2529 		  7,352.94   6.43%
Short Tax-Free   A   Pershing LLC
1 Pershing Plz
Jersey City NJ 07399-0002 		  6,155.68   5.38%
Short-Term Income   Y   Pershing LLC
1 Pershing Plz
Jersey City NJ 07399-0002 		  2,316,397.93   37.05%
Short-Term Income   Y   National Financial Services LLC
FBO Exclusive Bene of our Customers
Attn: Mutual Funds Dept 4th Fl
499 Washington Blvd
Jersey City NJ 07310-2010 		  2,252,568.54   36.03%
Short-Term Income   Y   Charles Schwab & Co Inc
Reinvest Account
Attn: Mutual Fund Dept
211 Main St
San Francisco CA 94105-1905 		  487,261.70   7.79%
Short-Term Income   Y   Mitra Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  413,774.70   6.62%
Short-Term Income   Y   TD Ameritrade Inc. for the
Exclusive Benefit of our Clients
PO Box 2226
Omaha NE 68103-2226 		  342,240.08   5.47%
Short-Term Income   I   SEI Private Trust Co
c/o ID 940
Attn: Mutual Fund Administrator
1 Freedom Valley Dr
Oaks PA 19456-9989 		  5,715,188.23   23.91%
Short-Term Income   I   Data Recognition Corporation
13490 Bass Lake Rd.
Maple Grove, MN 55311-3634 		  4,768,226.83   19.95%
Short-Term Income   I   Mitra & Co FBO 98
Marshall & Ilsley Trust Oper
c/o BMO Harris Bank NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  2,865,116.36   11.99%
Short-Term Income   I   Vallee & Co FBO 98
c/o BMO Harris Bank NA
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay WI 54304-5280 		  2,299,785.19   9.62%
Short-Term Income   I   Chicago Professional Sports LP
1901 W Madison St
Chicago IL 60612-2459 		  2,238,954.71   9.37%
B-54

 

Table of Contents
Fund Name   Class   Name and Address   Number of Shares   Percent of Class
Short-Term Income   I   MAC & Co
Attn: Mutual Fund Operations
500 Grant Street
Room 151-1010
Pittsburgh PA 15219-2502 		  1,715,255.19   7.18%
Short-Term Income   I   SEI Private Trust Co
c/o Harris Bank/M&I ID 940
Attn: Mutual Fund Administrator
1 Freedom Valley Dr
Oaks PA 19456-9989 		  1,372,163.25   5.74%
Short-Term Income   A   Pershing LLC
1 Pershing Plz
Jersey City NJ 07399-0002 		  14,528.90   74.66%
Short-Term Income   A   Maril & Co FBO 98
c/o BMO Harris Bank NA
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 		  2,710.08   13.93%
Short-Term Income   A   TD Ameritrade Inc. for the
Exclusive Benefit of our Clients
PO Box 2226
Omaha NE 68103-2226 		  2,219.88   11.41%
Intermediate Tax-Free   Y   Charles Schwab & Co Inc
Reinvest Account
Attn: Mutual Fund Dept
211 Main St
San Francisco CA 94105-1905 		  64,732,102.08   61.96%
Intermediate Tax-Free   Y   National Financial Services LLC
FBO Exclusive Bene of our Customers
Attn: Mutual Funds Dept 4th Fl
499 Washington Blvd
Jersey City NJ 07310-2010 		  22,869,645.93   21.89%
Intermediate Tax-Free   Y   Pershing LLC
1 Pershing Plz
Jersey City NJ 07399-0002 		  11,134,240.59   10.66%
Intermediate Tax-Free   I   SEI Private Trust Co
c/o ID940
Attn: Mutual Funds Admin
1 Freedom Valley Dr
Oaks PA 19456-9989 		  12,523,878.02   24.14%
Intermediate Tax-Free   I   SEI Private Trust Co
c/o Harris Bank/M&I ID 940
Attn: Mutual Fund Administrator
1 Freedom Valley Dr
Oaks PA 19456-9989 		  11,861,473.66   22.86%
Intermediate Tax-Free   I   National Financial Services LLC
FBO Exclusive Bene of our Customers
Attn: Mutual Funds Dept 4th Fl
499 Washington Blvd
Jersey City NJ 07310-2010 		  9,817,303.58   18.92%
B-55

 

Table of Contents
Fund Name   Class   Name and Address   Number of Shares   Percent of Class
Intermediate Tax-Free   I   Charles Schwab & Co Inc
Reinvest Account
Attn: Mutual Fund Dept
211 Main St
San Francisco CA 94105-1905 		  9,492,167.17   18.30%
Intermediate Tax-Free   A   Pershing LLC
1 Pershing Plz
Jersey City NJ 07399-0002 		  87,357.15   52.81%
Intermediate Tax-Free   A   TD Ameritrade Inc. for the
Exclusive Benefit of our Clients
PO Box 2226
Omaha NE 68103-2226 		  45,534.35   27.52%
Intermediate Tax-Free   A   Raymond James & Assoc. Inc.
FBO The Gannett Foundation of
Florida Inc.
P.O. Box 520
Silver Springs, FL 34489-0520 		  17,244.58   10.42%
Intermediate Tax-Free   A   LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 		  13,496.91   8.16%
Mortgage Income   Y   National Financial Services LLC
FBO Exclusive Bene of our Customers
Attn: Mutual Funds Dept 4th Fl
499 Washington Blvd
Jersey City NJ 07310-2010 		  6,484,279.21   74.65%
Mortgage Income   Y   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  629,594.35   7.25%
Mortgage Income   I   Vallee & Co FBO 98c/o BMO Harris Bank
NA
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 		  894,389.12   40.64%
Mortgage Income   I   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  376,370.74   17.10%
Mortgage Income   I   SEI Private Trust Co
c/o Harris Bank/M&I ID 940
Attn: Mutual Fund Administrator
1 Freedom Valley Dr
Oaks PA 19456-9989 		  272,395.65   12.38%
Mortgage Income   I   SEI Private Trust Co
c/o Harris Bank/M&I ID 940
Attn: Mutual Fund Administrator
1 Freedom Valley Dr
Oaks PA 19456-9989 		  212,805.47   9.67%
B-56

 

Table of Contents
Fund Name   Class   Name and Address   Number of Shares   Percent of Class
Mortgage Income   I   Mitra & Co FBO 98
Marshall & Ilsley Trust Oper
c/o BMO Harris Bank NA
Attn: MF
11270 W Park Pl Ste 400 		  167,810.22   7.62%
Mortgage Income   A   Maril & Co FBO 98
c/o BMO Harris Bank NA
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 		  2,817.78   82.47%
Mortgage Income   A   UBS WM USA
Omni Account M/F
Spec Cdy A/C EBOC UBSFSI
1000 Harbor Blvd
Weehawken, NJ 07086-6761 		  439.01   12.85%
TCH Intermediate
Income 		  I   Mitra & Co FBO 98
Marshall & Ilsley Trust Oper
c/o BMO Harris Bank NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  3,068,170.88   59.23%
TCH Intermediate
Income 		  I   SEI Private Trust Co
c/o Harris Bank/M&I ID 940
Attn: Mutual Fund Administrator
1 Freedom Valley Dr
Oaks PA 19456-9989 		  710,749.16   13.72%
TCH Intermediate
Income 		  I   Vallee & Co FBO 98
c/o BMO Harris Bank NA
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 		  573,178.53   11.06%
TCH Intermediate
Income 		  A   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  283,287.35   13.41%
TCH Intermediate
Income 		  A   Mitra & Co FBO 98
Marshall & Ilsley Trust Oper
c/o BMO Harris Bank NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  252,912.48   11.97%
TCH Intermediate
Income 		  A   Pershing LLC
1 Pershing Plz
Jersey City NJ 07399-0002 		  145,649.20   6.90%
TCH Corporate Income   Y   Charles Schwab & Co Inc
Reinvest Account
Attn: Mutual Fund Dept
211 Main St
San Francisco CA 94105-1905 		  4,167,711.27   68.11%
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Fund Name   Class   Name and Address   Number of Shares   Percent of Class
TCH Corporate Income   Y   National Financial Services LLC
FBO Exclusive Bene of our Customers
ATTN Mutual Funds Dept 4th Fl
499 Washington Blvd
Jersey City NJ 07310-2010 		  1,025,872.15   16.77%
TCH Corporate Income   Y   Pershing LLC
1 Pershing Plz
Jersey City NJ 07399-0002 		  604,262.56   9.88%
TCH Corporate Income   I   SEI Private Trust Co
c/o Harris Bank/M&I ID 940
Attn: Mutual Fund Administrator
1 Freedom Valley Dr
Oaks PA 19456-9989 		  3,958,585.54   41.74%
TCH Corporate Income   I   SEI Private Trust Co
c/o Harris Bank/M&I ID 940
Attn: Mutual Fund Administrator
1 Freedom Valley Dr
Oaks PA 19456-9989 		  2,660,300.47   28.05%
TCH Corporate Income   I   MAC & Co
Attn: Mutual Fund Ops
500 Grant St.
Pittsburgh PA 15219-2502 		  1,875,653.55   19.78%
TCH Corporate Income   I   SEI Private Trust Co
c/o Harris Bank
1 Freedom Valley Dr
Oaks PA 19456-9989 		  601,337.36   6.34%
TCH Corporate Income   A   Maril & Co FBO 98
c/o BMO Harris Bank NA
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 		  2,065.04   57.48%
TCH Corporate Income   A   BMO Customer
Daytona Beach, FL 32114-5740 		  1,274.64   35.48%
TCH Corporate Income   A   UMB Bank NA
Cust. IRA FBO
Richard W. Lyman
Shawano, WI 54166-1518 		  253.12   7.05%
TCH Core Plus Bond   Y   Pershing LLC
1 Pershing Plz
Jersey City NJ 07399-0002 		  38,756,544.73   89.46%
TCH Core Plus Bond   I   Mitra & Co FBO 98
Marshall & Ilsley Trust Oper
c/o BMO Harris Bank NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  23,211,632.34   59.82%
TCH Core Plus Bond   I   National Financial Services LLC
FBO Exclusive Bene of our Customers
Attn: Mutual Funds Dept 4th Fl
499 Washington Blvd
Jersey City NJ 07310-2010 		  4,076,196.32   10.50%
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Fund Name   Class   Name and Address   Number of Shares   Percent of Class
TCH Core Plus Bond   I   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  4,019,806.09   10.36%
TCH Core Plus Bond   I   Vallee & Co FBO 98
c/o BMO Harris Bank NA
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 		  2,262,717.69   5.83%
TCH Core Plus Bond   A   TD Ameritrade Inc. for the
Exclusive Benefit of our Clients
PO Box 2226
Omaha NE 68103-2226 		  106,595.78   78.57%
TCH Core Plus Bond   A   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  22,021.42   16.23%
High Yield Bond   I   Mitra & Co FBO 98
Marshall & Ilsley Trust Oper
c/o BMO Harris Bank NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  1,765,705.51   79.88%
High Yield Bond   I   SEI Private Trust Co
c/o Harris Bank/M&I ID 940
Attn: Mutual Fund Administrator
1 Freedom Valley Dr
Oaks PA 19456-9989 		  201,625.73   9.12%
High Yield Bond   A   Pershing LLC
1 Pershing Plz
Jersey City NJ 07399-0002 		  3,193,105.26   97.09%
Government Money
Market 		  Y   Maril & Co
M&I Trust Company, NA
11270 West Park Place
Suite 400- PPW-08-WM
Attn: ACM
Milwaukee WI 53224-3638 		  835,166,594.43   86.58%
Government Money
Market 		  Y   San Pasqual Fiduciary Trust Company
550 S Hope St Ste 550
Los Angeles, CA 90071-2612 		  49,410,146.75   5.12%
Government Money
Market 		  Premier   Maril & Co
M&I Trust Company, NA
11270 West Park Place
Suite 400- PPW-08-WM
Attn: ACM
Milwaukee WI 53224-3638 		  1,845,866,550.85   72.31%
Government Money
Market 		  Premier   SEI Private Trust Company
c/o Harris Bank ID 940
Attn: Mutual Fund Admin
1 Freedom Trail
Oaks PA 19456 		  393,416,824.75   15.41%
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Fund Name   Class   Name and Address   Number of Shares   Percent of Class
Tax-Free Money Market   Y   Pershing LLC
As Agent for its Brokerage Customer
Attn: Cash Management Services
1 Pershing Plz
Jersey City NJ 07399-0002 		  34,994,601.31   43.29%
Tax-Free Money Market   Y   Gretchen Heller TTEE
J Andrew Heller TTEE
Gretchen Heller 1977 Trust
U/A dtd 7/18/77
PO Box 240181
Milwaukee WI 53224-9009 		  19,004,258.53   23.51%
Tax-Free Money Market   Y   BMO Harris Bank N A
111 W Monroe 9 E
Chicago IL 60603-4014 		  7,875,815.11   9.74%
Tax-Free Money Market   Y   Mary Ellen Heller TTEE
J Andrew Heller TTEE
Mary Ellen Heller Marital Trust II
U/A dtd 04/05/1995
PO Box 240181
Milwaukee WI 53224-9009 		  6,225,559.48   7.70%
Tax-Free Money Market   Y   Maril and Co
11270 W Park Place
Suite 400- PPW-08-WM
Attn: ACM
Milwaukee WI 53224-3638 		  4,503,744.54   5.57%
Tax-Free Money Market   Premier   SEI Private Trust Company
c/o Harris Bank ID 940
Attn: Mutual Fund Admin
1 Freedom Trail
Oaks PA 19456 		  242,095,832.57   81.75%
Tax-Free Money Market   Premier   Maril and Co
11270 W Park Place
Suite 400- PPW-08-WM
Attn: ACM
Milwaukee WI 53224-3638 		  53,690,277.77   18.13%
Prime Money Market   Y   Pershing
1 Pershing Plz
Jersey City NJ 07399-0002 		  150,497,296.74   69.50%
Prime Money Market   Y   Maril and Co
11270 W Park Place
Suite 400- PPW-08-WM
Attn: ACM
Milwaukee WI 53224-3638 		  43,241,834.47   19.97%
Prime Money Market   Premier   SEI Private Trust Company
c/o Harris Bank ID 940
Attn: Mutual Fund Admin
1 Freedom Trail
Oaks PA 19456 		  240,046,070.07   89.54%
Prime Money Market   Premier   BMO Customer
Bayside, WI 53217-1958 		  16,692,406.87   6.23%
Institutional Prime
Money Market 		  Y   Maple Valley Mutual
Insurance Company
P.O. Box 59
Lena, WI 54139-0059 		  942,814.10   69.69%
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Fund Name   Class   Name and Address   Number of Shares   Percent of Class
Institutional Prime
Money Market 		  Y   St. Sebastian Congregation
Milwaukee, WI 53208-1698 		  167,404.77   12.37%
Institutional Prime
Money Market 		  Y   Stockbridge-Munsee Community Waste
Water Reserve Account
N8618 Oak St.
Bowler, WI 54416-9480 		  139,063.78   10.28%
Institutional Prime
Money Market 		  Premier   Maril & Co FBO 98
c/o BMO Harris Bank NA
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 		  438,447,050.96   100%
In-Retirement   Y   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  305,923.56   96.67%
In-Retirement   R3   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  128,138.08   99.95%
In-Retirement   R6   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  1,503,204.64   100%
Target Retirement 2015   Y   Pershing LLC
1 Pershing Plz
Jersey City, NJ 07399-0002 		  26,194.85   40.57%
Target Retirement 2015   Y   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  17,540.71   27.16%
Target Retirement 2015   Y   Maril & Co FBO 98
c/o BMO Harris Bank NA
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 		  10,149.95   15.72%
Target Retirement 2015   R3   Maril & Co FBO 98
c/o BMO Harris Bank NA
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 		  10,107.28   78.27%
Target Retirement 2015   R3   Mitra Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  2,805.85   21.73%
Target Retirement 2015   R6   Mitra Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  347,046.27   100%
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Fund Name   Class   Name and Address   Number of Shares   Percent of Class
Target Retirement 2020   Y   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  1,547,370.48   96.66%
Target Retirement 2020   R3   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  1,027,384.75   99.96%
Target Retirement 2020   R6   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  5,815,859.66   99.98%
Target Retirement 2025   Y   Mitra Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  38,530.60   60.26%
Target Retirement 2025   Y   BMO Customer
Hartford, WI 53027-9221 		  4,303.09   6.73%
Target Retirement 2025   Y   UMB Bank NA
Cust. IRA FBO
Our Customer
Fond Du Lac, WI 54935 		  3,926.77   6.14%
Target Retirement 2025   R3   Mitra Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  100,801.89   98.58%
Target Retirement 2025   R6   Mitra Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  2,754,977.28   100%
Target Retirement 2030   Y   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  1,568,220.48   97.51%
Target Retirement 2030   R3   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  805,878.57   99.98%
Target Retirement 2030   R6   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  6,595,138.01   100%
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Fund Name   Class   Name and Address   Number of Shares   Percent of Class
Target Retirement 2035   Y   Mitra Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  49,625.32   74.49%
Target Retirement 2035   Y   UMB Bank NA
Cust. IRA FBO
Our Customer
Dresden, OH 43821-9742 		  8,290.65   12.44%
Target Retirement 2035   R3   Mitra Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  45,782.99   94.28%
Target Retirement 2035   R3   Alerus Financial FBO
Garrett Companies 401(K) Plan
P.O. Box 64535
Saint Paul, MN 55164-0535 		  2,778.75   5.72%
Target Retirement 2035   R6   Mitra Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  2,832,548.38   100%
Target Retirement 2040   Y   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  1,019,465.88   98.30%
Target Retirement 2040   R3   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  393,496.38   99.64%
Target Retirement 2040   R6   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  4,409,675.17   100%
Target Retirement 2045   Y   Mitra Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  56,815.50   69.41%
Target Retirement 2045   Y   UMB Bank NA
Cust. IRA FBO
Our Customer
Antioch, IL 60002-7238 		  14,370.00   17.56%
Target Retirement 2045   R3   Mitra Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  33,704.17   90.95%
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Table of Contents
Fund Name   Class   Name and Address   Number of Shares   Percent of Class
Target Retirement 2045   R3   Alerus Financial FBO
Garrett Companies 410(k) Plan
PO Box 64535
Saint Paul MN 55164-0535 		  3,351.95   9.05%
Target Retirement 2045   R6   Mitra Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  1,441,104.29   100%
Target Retirement 2050   Y   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  611,307.39   98.62%
Target Retirement 2050   R3   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  343,505.79   99.89%
Target Retirement 2050   R6   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  2,741,923.90   100%
Target Retirement 2055   Y   Mitra Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  41,037.89   94.91%
Target Retirement 2055   R3   Mitra Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  45,652.20   87.40%
Target Retirement 2055   R3   Maril & Co FBO 98
c/o BMO Harris Bank NA
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 		  5,116.13   9.79%
Target Retirement 2055   R6   Mitra Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  672,238.18   100%
Conservative Allocation   Y   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  1,660,466.23   99.14%
Conservative Allocation   I   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  2,998,008.91   99.70%
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Table of Contents
Fund Name   Class   Name and Address   Number of Shares   Percent of Class
Conservative Allocation   R3   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  670,284.40   96.2%
Conservative Allocation   R6   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  8,229,295.73   91.70%
Conservative Allocation   R6   MAC & Co
Attn: Mutual Fund Ops
500 Grant St.
Pittsburgh PA 15219-2502 		  735,449.36   8.20%
Moderate Allocation   Y   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  1,220,456.58   99.46%
Moderate Allocation   I   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  1,150,555.86   99.49%
Moderate Allocation   R3   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  1,017,957.39   76.89%
Moderate Allocation   R3   Associated Trust Co. FBO
Our Customer
P.O. Box 22037
Green Bay, WI 54305-2037 		  305,910.77   23.11%
Moderate Allocation   R6   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  8,508,706.14   84.74%
Moderate Allocation   R6   MAC & Co
Attn: Mutual Fund Ops
500 Grant St.
Pittsburgh PA 15219-2502 		  1,532,566.85   15.26%
Balanced Allocation   Y   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  9,690,617.45   89.77%
Balanced Allocation   Y   Mitra & Co FBO 98
Marshall & Ilsley Trust Oper
c/o BMO Harris Bank NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  949,648.65   8.80%
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Fund Name   Class   Name and Address   Number of Shares   Percent of Class
Balanced Allocation   I   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  6,521,796.64   83.73%
Balanced Allocation   I   Roosevelt University
Attn: Tangella S. Maddox
430 S Michigan Ave
Chicago IL 60605-1394 		  527,800.71   6.78%
Balanced Allocation   R3   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  2,060,893.75   73.40%
Balanced Allocation   R3   Mitra & Co FBO 98
Marshall & Ilsley Trust Oper
c/o BMO Harris Bank NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  746,800.18   26.60%
Balanced Allocation   R6   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  19,471,395.81   76.33%
Balanced Allocation   R6   MAC & Co
Attn: Mutual Fund Ops
500 Grant St.
Pittsburgh PA 15219-2502 		  2,972,545.05   11.65%
Balanced Allocation   R6   National Financial Services LLC
FBO Exclusive Bene of our Customers
Attn: Mutual Funds Dept 4th Fl
499 Washington Blvd
Jersey City NJ 07310-2010 		  1,874,100.06   7.35%
Growth Allocation   Y   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  2,536,132.45   98.84%
Growth Allocation   I   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  801,957.10   69.87%
Growth Allocation   I   Mitra & Co FBO 98
Marshall & Ilsley Trust Oper
c/o BMO Harris Bank NA
Attn: MF
11270 W Park Pl Ste 400
Milwaukee WI 53224-3638 		  311,030.23   27.10%
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Fund Name   Class   Name and Address   Number of Shares   Percent of Class
Growth Allocation   R3   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  1,904,968.56   100%
Growth Allocation   R6   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  5,220,209.58   62.65%
Growth Allocation   R6   MAC & Co
Attn: Mutual Fund Ops
500 Grant St.
Pittsburgh PA 15219-2502 		  3,015,298.26   36.19%
Aggressive Allocation   Y   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  4,600,100.82   99.52%
Aggressive Allocation   I   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  2,356,034.61   96.03%
Aggressive Allocation   R3   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  1,945,161.29   96.90%
Aggressive Allocation   R6   Mitra & Co FBO 98 Daily Plans
c/o M&I Trust Co NA
Attn: MF
11270 W Park Place Suite 400
Milwaukee WI 53224-3638 		  9,285,252.43   75.00%
Aggressive Allocation   R6   MAC & Co A/C 199782
Attn: Mutual Fund Ops
500 Grant St.
Pittsburgh PA 15219-2502 		  3,042,290.95   24.57%
The Corporation believes that the entities in the above chart, the holders of record of these shares, are not the beneficial owners of such shares.
As of November 30, 2016, the current officers and directors of the Corporation, as a group, owned less than 1% of any class of each Fund’s outstanding shares.
What are the Federal Income Tax Consequences?
This section is not intended to be a full discussion of federal income tax laws and does not discuss state, local, or foreign tax laws. Please consult your own tax adviser regarding federal, state, local, or foreign tax considerations.
Fund Taxation
Each Fund has qualified and intends to 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
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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 Fund’s total assets and 10% of the outstanding voting securities of such issuer, and (b) have no more than 25% of the value of its total assets invested in the securities (other than those of the U.S. government or other regulated investment companies) of any one issuer or of two or more issuers that the Fund controls and that are engaged in the same, similar, or related trades and businesses, or the securities of one or more qualified publicly traded partnerships.
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 RIC’s 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 a Fund’s foreign currency-denominated positions as non-qualifying income, and there is a remote possibility that such regulations could be applied retroactively, in which case a Fund might not qualify as a RIC for one or more years. No assurance can be made that any 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 distributed, or deemed distributed, to shareholders. In the event a Fund fails to qualify as a RIC 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 qualify for any dividends paid deduction. This would increase the cost of investing in the Fund for shareholders and would make it more economical for shareholders to invest directly in securities held by the Fund instead of investing indirectly in such securities through the Fund.
Each Fund will be treated as a separate entity for federal income tax purposes so that income earned and capital gains and losses realized by the other Funds 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 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, 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.
The federal income tax consequences to a Fund that holds debt securities on which the issuer defaults is not certain in all cases.
A Fund’s transactions, if any, in forward contracts, options, futures contracts, and hedged investments may be subject to special provisions of the Code that, among other things, may affect the character of gain and loss realized by a Fund (i.e., may affect whether gain or loss is treated as ordinary or capital), accelerate recognition of income to a Fund, defer a Fund’s losses, and affect whether capital gain and loss is characterized as long-term or short-term. These rules could therefore affect the character, amount, and timing
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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 Fund’s status as a RIC and avoiding federal income and excise taxes. The Funds will monitor their transactions, make the appropriate tax elections, and make the appropriate entries in their books and records when they acquire any option, futures contract, forward contract, or hedged investment 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 generally on October 31 of each year for purposes of the 4% excise tax) are also marked-to-market with the result that unrealized gains or losses are treated as though they were realized and the resulting gain or loss is treated as a 60/40 gain or loss.
A Fund’s entry into a short sale transaction, an option, or certain other contracts could be treated as the constructive sale of an appreciated financial position, causing the Fund to realize gain, but not loss, on the position.
The application of certain requirements for qualification as a 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 Fund’s treatment of such investments. In addition, the tax treatment of derivatives and certain other investments may be affected by future legislation, Treasury Regulations, and guidance issued by the IRS (which could apply retroactively). These authorities could (i) affect the timing, character, and amount of a Fund’s income and gains and distributions to shareholders, (ii) affect whether a Fund has made sufficient distributions and otherwise satisfied the requirements to maintain its qualification as a RIC and avoid imposition of federal income and excise taxes at the Fund level, and/or (iii) limit the extent to which a Fund may invest in certain derivatives and other investments in the future.
The In-Retirement Fund, Target Retirement 2020 Fund, Target Retirement 2030 Fund, Target Retirement 2040 Fund, Target Retirement 2050 Fund, and Target Risk Funds are each a successor to the portfolio of a collective trust fund managed by the Adviser with objectives, policies, and restrictions that were, in all material respects, equivalent to those of the succeeding fund. Each such Fund has taken the position that it has succeeded to the tax basis of the assets of its predecessor collective trust fund. Shareholders should be aware that as a Fund sells portfolio securities that were acquired from a predecessor collective trust fund, any gain inherent in such securities at the time the Fund acquired such securities, along with any appreciation that occurred while the Fund held such securities, may be recognized by the Fund and any such recognized gain will be distributed to Fund shareholders and will be taxable to them for federal income tax purposes. Accordingly, a shareholder of a Fund may be taxed on appreciation that occurred before the shareholder purchased Fund shares, including appreciation that occurred prior to the Fund’s acquisition of portfolio securities from a predecessor collective trust fund.
Generally, the character of the income or capital gains that a Fund receives from another RIC will pass through to the Fund’s shareholders as long as the Fund and the other RIC each qualify as a RIC. However, to the extent that another RIC realizes net losses on its investments for a given taxable year, a Fund investing in such RIC will not be able to recognize its share of those losses until it disposes of shares of such RIC. 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 a short-term capital loss or ordinary deduction. In particular, a Fund will not be able to offset any capital losses from its dispositions of shares of other RICs 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 RICs in which it invests, rather than investing in shares of the RICs. 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 RICs in which it invests.
Certain 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 treated as qualifying income for purposes of satisfying the source of income requirements to be treated as a RIC. However, no more than 25% of the value of a RIC’s total assets at the end of each fiscal quarter may be invested in securities of qualified publicly traded partnerships. If an MLP in which a Fund invests is taxed as a partnership for federal income tax purposes, the Fund will include in its taxable income its allocable share
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of the MLP’s income regardless of whether the Fund receives any distribution from the MLP. Thus, the Fund may be required to sell other securities or may have to use leverage 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 Fund’s 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 Fund’s basis in its interest in the MLP. If a Fund’s basis is reduced to zero, distributions in excess of basis will generally constitute capital gain for federal income tax purposes.
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 Fund’s 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 to book income, gains or losses attributable to currency fluctuation. Due to differences in the book and tax treatment of fixed income securities denominated in foreign currencies, it is difficult to project currency effects on an interim basis. Therefore, to the extent that currency fluctuations cannot be anticipated, a portion of distributions to shareholders could later be designated as a return of capital, rather than income, for federal income tax purposes, which may be of particular concern to simple trusts.
If a Fund receives an “excess distribution” with respect to the stock of a passive foreign investment company (PFIC), the Fund itself may be subject to federal income tax on a portion of the excess distribution, whether or not the corresponding income is distributed by the Fund to shareholders. In general, a foreign corporation is classified as a PFIC for a taxable year if at least 50% of its assets produce or are held to produce passive income or 75% or more of its gross income is passive income.
Under the PFIC rules, an excess distribution is treated as having been realized ratably over the period during which the 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 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 is currently available in certain circumstances, a Fund generally would be required to include in its gross income its share of the PFIC’s income and net capital gain annually, regardless of whether distributions are received from the PFIC in a given year. In addition, another election may be available that would involve marking to market a Fund’s PFIC shares at the end of each taxable year (and on certain other dates prescribed in the Code), with the result that unrealized gains are treated as though they were realized and treated as ordinary income or loss (subject to certain limitations). If this election were made, federal income tax at the Fund level under the PFIC rules would generally be eliminated, but the Fund could, in limited circumstances, incur nondeductible interest charges. A Fund’s 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
With respect to Funds other than the Tax-Exempt Funds (see discussion below), shareholders will be subject to federal income tax on distributions made by the Funds whether received in cash or additional shares of the Funds, 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 federal income tax rate of 39.6%). However, for
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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 lower federal income tax rates applicable to net long-term capital gain, provided certain holding period and other requirements described below are satisfied. To the extent that distributions of investment company taxable income consist of net short-term capital gain, such gain will be taxable as ordinary income and cannot be used to offset a shareholder’s losses from other investments. 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 federal income tax rate of 20%), without regard to how long a shareholder has held shares of a Fund. A portion of a Fund’s 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. Because no portion of the income of any Fund, other than the Global Low Volatility Equity, Pyrford International Stock, LGM Emerging Markets Equity, and Equity Funds , is expected to consist of dividends from domestic corporations or qualified foreign corporations, distributions paid by the Funds, other than the Global Low Volatility Equity, Pyrford International Stock, LGM Emerging Markets Equity, and Equity Funds , are not expected to be eligible for “qualified dividend” treatment when paid to non-corporate shareholders or qualify for the dividends received deduction available to corporate shareholders.
Dividend income received by a Fund and distributed to a Fund shareholder may not be treated as “qualified dividend” income by the shareholder unless the Fund satisfies certain holding period and other requirements with respect to the stock in its portfolio generating such dividend income and the shareholder meets certain holding period and other requirements with respect to the Fund’s shares. A dividend will not be treated as qualified dividend income (at either the Fund or shareholder level) (1) if the dividend is received with respect to any share of stock held for fewer than 61 days during the 121-day period beginning on the date that is 60 days before the date on which such share becomes ex-dividend with respect to such dividend (or, in the case of certain preferred stock, 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%. The Medicare tax is imposed on the lesser of (i) a taxpayer’s investment income (which excludes tax-exempt interest distributions), net of deductions properly allocable to such income, or (ii) the amount by which the taxpayer’s modified adjusted gross income exceeds certain thresholds ($250,000 for married individuals filing jointly, $200,000 for unmarried individuals, and $125,000 for married individuals filing separately). The Funds’ distributions (other than tax-exempt interest distributions paid by the Ultra Short Tax-Free, Short Tax-Free, Intermediate Tax-Free, and Tax-Free Money Market Funds ) are includable in a shareholder’s 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 shareholder’s 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 are generally taxable when received. However, 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
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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 realized upon a sale, exchange, or redemption of shares of the Ultra Short Tax-Free, Short Tax-Free, Intermediate Tax-Free, or Tax-Free Money Market Funds that were held for six months or less will be disallowed to the extent of any tax-exempt interest distributions received 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 30 days before or after the sale, redemption, or exchange of the shares. In such case, the shareholder’s tax basis in the shares acquired will be adjusted to reflect the disallowed loss. Capital losses may be subject to limitations on their use by a shareholder.
With respect to the Institutional Prime Money Market Fund , because the Fund does not maintain a stable share price, tax consequences to you may occur if you dispose of your shares in the Fund, for example, through redemption, exchange, or sale. Unless you choose to adopt a simplified “NAV method” of accounting (described below), the amount of any gain or loss and the rate of tax will be determined under the rules described in the preceding paragraph. However, if you elect to adopt the simplified NAV method of accounting available under proposed regulations, rather than compute gain or loss on every taxable sale, redemption, or other disposition of Fund shares, you would generally determine your gain or loss based on the change in the aggregate value of your Fund shares during a computation period (such as your taxable year), reduced by your net investment (i.e., purchases minus sales) in those Fund shares during the computation period. Under the simplified NAV method, any resulting capital gain or loss would be reportable on a net basis and treated as a short-term capital gain or loss, provided that you hold the shares as a capital asset. The IRS also has issued guidance indicating that the wash sale rules described above will not apply to taxpayers who use the simplified NAV method of accounting with respect to shares redeemed from a floating NAV money market fund.
If shares that were purchased subject to a sales charge are exchanged for shares of a different 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.
Tax-Exempt Funds
The Ultra Short Tax-Free, Short Tax-Free, Intermediate Tax-Free, and Tax-Free Money Market Funds (the Tax-Exempt Funds) intend to qualify to pay tax-exempt interest distributions by satisfying the Code’s requirement that at the close of each quarter of its taxable year at least 50 percent of the value of its total assets consists of other RICs or obligations of a state or political subdivision thereof on which the interest is exempt from federal income tax under Section 103(a) of the Code. So long as this and certain other requirements are met, distributions consisting of each such Fund’s net tax-exempt interest income will be tax-exempt interest distributions, which are exempt from regular federal income tax in the hands of the shareholders of the Fund. As discussed below, certain tax-exempt interest distributions may be subject to federal AMT. Distributions of investment company taxable income made by these Funds consisting of income from taxable securities or net short-term capital gains, if any, realized by the Funds will be taxable to shareholders as ordinary income whether received in cash or additional shares of the Funds. Distributions of net capital gain made by the Funds, if any, will be taxable to shareholders as long-term capital gain. Gains of the Tax-Exempt Funds that are attributable to market discount on certain municipal obligations are treated as ordinary income to the extent of the accrued market discount on those bonds.
Interest on indebtedness incurred by a shareholder to purchase or carry shares in the Tax-Exempt Funds is generally not deductible for federal income tax purposes to the extent that the Fund makes tax-exempt interest distributions during the taxable year. If a shareholder receives tax-exempt interest distributions with respect to any share of these Funds and if such share is held by the shareholder for six months or less, then any loss on the sale or exchange of such share will be disallowed to the extent of the amount of tax-exempt interest distributions, provided, this rule does not apply to a Fund if it declares tax-exempt interest distributions daily in an amount equal to at least 90% of its net tax-exempt interest and distributes these amounts at least monthly. In addition, shareholders will have to include any tax-exempt interest distributions in determining the taxable portion of their social security and railroad retirement benefit payments. Furthermore, entities or persons who are “substantial users” (or persons related to “substantial users”) of facilities financed by “private activity bonds” or certain industrial development bonds should consult their tax advisers before purchasing shares in the Tax-Exempt Funds. For these purposes, the term “substantial user” is defined generally to include a “non-exempt person” who regularly uses in a trade or business a part of a facility financed from the proceeds of such bonds. Moreover, some or all of the tax-exempt interest distributions received from the Tax-Exempt Funds may be a specific preference item, or a component of an adjustment item, for purposes of the federal individual and corporate AMT. The receipt of these exempt
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interest dividends also may affect a foreign corporate shareholder’s federal “branch profits” tax liability and an S corporation shareholder’s federal tax on “passive investment income.”
Distributions may be subject to state and local taxation despite their status as tax-exempt interest distributions for federal income tax purposes. As a result, shareholders of a Tax-Exempt Fund should consult their tax advisers to determine whether any portion of the distributions received from the Fund is considered tax-exempt in their particular states.
Issuers of securities purchased by the Tax-Exempt Funds (or the beneficiary of such bonds) may have made certain representations or covenants in connection with the issuance of such securities to satisfy certain requirements of the Code that must be satisfied subsequent to the issuance of such bonds. Shareholders should be aware that tax-exempt interest distributions may become subject to federal income taxation retroactively to the date of issuance of the bonds to which such distributions are attributable if such representations are determined to have been inaccurate or if the issuers (or the beneficiary) of the bonds fail to comply with certain covenants made at that time.
Tax legislation may, from time to time, include provisions that may affect the supply of, and demand for, tax-exempt securities, as well as the tax-exempt nature of interest paid thereon. It is not possible to predict with certainty the effect of tax law changes upon the tax-exempt market, including the availability of obligations appropriate for investment, nor is it possible to predict any additional restrictions.
Foreign Taxation
Income received by a Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries. Tax conventions between certain countries and the U.S. may reduce or eliminate such taxes. Also, many foreign countries do not impose taxes on capital gains in respect of investments by foreign investors. The effective rate of foreign tax cannot be predicted since the amount of Fund assets to be invested within various countries is uncertain.
If more than 50% of the value of a Fund’s total assets at the close of its taxable year consists of RICs or stock or securities of foreign corporations, such Fund will be eligible to elect to “pass through” to the Fund’s shareholders the amount of eligible foreign income and similar taxes paid by the Fund. If this election is made, a shareholder generally subject to federal income tax will be required to include in gross income (in addition to taxable distributions actually received) his or her pro rata share of foreign taxes paid by the Fund in computing his or her taxable income and to use such amount as a foreign tax credit against his or her U.S. federal income tax liability or deduct such amount in lieu of claiming a credit, subject to certain limitations. No deduction for foreign taxes may be claimed by a shareholder who does not itemize deductions. If a Fund is eligible to make this election, each shareholder will be notified after the close of the Fund’s taxable year whether the foreign taxes paid by the Fund will “pass through” for that year. The Corporation expects that only the Alternative and International and Global Funds will qualify to pass through to Fund shareholders foreign taxes paid by the Fund.
If a Fund does not satisfy the requirements for passing through to its shareholders their proportionate shares of any foreign taxes paid by the Fund, shareholders will not be required to include such taxes in their gross 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 (including tax-exempt interest distributions) and on sales, exchanges or redemptions of Fund shares. Rules of state and local taxation of distributions from RICs 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 (including tax-exempt interest distributions) and redemption proceeds paid to the shareholder at the rate set forth in the Code. Amounts withheld may be applied to the shareholder’s federal income tax liability and the shareholder may obtain a refund from the IRS if withholding results in an overpayment of federal income tax for such year.
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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 investment company taxable income and distributions of net capital gain and the gross proceeds of a sale, redemption, or exchange of Fund shares paid after December 31, 2018 to certain “foreign financial institutions” unless (i) 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 otherwise deemed compliant pursuant to the terms of an intergovernmental agreement between the U.S. and the entity’s 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 also could affect a Fund’s return on its investments in foreign stocks or securities or affect a shareholder’s 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. Other federal, state, local, or foreign tax considerations applicable to a particular investor may exist. 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. Shares acquired before January 1, 2012 (non-covered shares) are treated as if held in a separate account from covered shares. 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.
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.
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Directors and Officers
Directors
The Board of Directors is responsible for overseeing the business and affairs of the Corporation. Information regarding the directors of the Corporation, and their age and business experience during the past five years, are shown in the following table. The address of each director is 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202. 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 44 separate portfolios or funds. The number of portfolios in the Fund Complex overseen by Director set forth below includes the BMO LGM Frontier Markets Equity Fund, a closed-end management investment company. The information in the following table is as of August 31, 2016 unless otherwise indicated.
Interested Directors
Name and Age   Position(s) Held
with the
Corporation 		  Term of Office
and Length of
Time Served (1) 		  Principal Occupation(s)
During Past 5 Years 		  Number of
Portfolios in
Fund
Complex
Overseen by
Director (2) 		  Other
Directorships
Held by
Director
John M. Blaser (3)
Age: 59 		  Director
and
President 		  Since
May 1999 		  Managing Director of the Adviser, since June 2012; Vice President of the Adviser, from 1998 to 2012.   45   None
Christopher B. Begy (3)
Age: 62 		  Director   Since
August 2013 		  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.   45   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
with the
Corporation 		  Term of Office
and Length of
Time Served (1) 		  Principal Occupation(s)
During Past 5 Years 		  Number of
Portfolios in
Fund
Complex
Overseen by
Director (2) 		  Other
Directorships
Held by
Director
Larry D. Armel
Age: 74 		  Independent
Director 		  Since September 2006   Retired; formerly, Chairman, Gold Bank Funds, from 2002 to 2005.   45   None
Ridge A. Braunschweig
Age: 63 		  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.   45   None
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Name and Age   Position(s) Held
with the
Corporation 		  Term of Office
and Length of
Time Served (1) 		  Principal Occupation(s)
During Past 5 Years 		  Number of
Portfolios in
Fund
Complex
Overseen by
Director (2) 		  Other
Directorships
Held by
Director
Benjamin M. Cutler
Age: 71 		  Independent
Director 		  Since July 2004   Chairman, USHEALTH Group, Inc. (a health insurance company), since 2004; CEO and President, USHEALTH Group, Inc., from 2004 to 2016; Director, Freedom from Hunger (a non-profit organization), since 2016.   45   None
John A. Lubs
Age: 68 		  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.   45   None
James Mitchell
Age: 69 		  Independent
Director 		  Since March 1999   Chairman, Ayrshire Precision Engineering (a precision machining company), since 1992; Chief Executive Officer, NOG, Inc. (a metal processing and consulting company), from 1999 to 2015.   45   None
Barbara J. Pope
Age: 68 		  Independent
Director 		  Since March 1999   Retired; formerly, President of Barbara J. Pope, P.C. (a financial consulting firm), 1992 to 2015; President of Sedgwick Street Fund LLC (a private investment partnership), 1996 to 2015; Tax Partner, Price Waterhouse.   45   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, 2016 unless otherwise indicated.
Principal Officers
Name and Age   Position(s)
Held with the
Corporation 		  Term of Office and
Length of Time Served 		  Principal
Occupation(s)
During Past 5 Years
Timothy M. Bonin
Age: 43 		  Vice President, Chief Financial Officer and Treasurer   Elected by the Board annually; since February 2006   Vice President of the Adviser, since February 2006.
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Name and Age   Position(s)
Held with the
Corporation 		  Term of Office and
Length of Time Served 		  Principal
Occupation(s)
During Past 5 Years
Stephen R. Oliver
Age: 65 		  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 N.A., since March 2006; Vice President of BMO Investment Distributors, LLC, 2007 to 2014.
Michael J. Murphy
Age: 37 		  Secretary   Elected by the Board annually; since May 2016   Senior Counsel and Vice President of BMO Harris Bank N.A., since 2014; Associate, Vedder Price P.C., 2010 to 2014.
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, 2016, the Board held four 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, and counsel to the Funds and independent directors to assist it in its oversight responsibilities. The Board reviews the Funds’ performance and meets with the Adviser and Sub-Advisers, as applicable, and the Funds’ portfolio managers. As part of its compliance oversight, the Board receives and reviews the annual report prepared by the Chief Compliance Officer (CCO) as required by Rule 38a-1 under the 1940 Act and quarterly reports regarding the operation of the compliance policies and procedures, including any material compliance issues that arose during the quarter for the Funds. The independent directors also meet quarterly with the CCO in executive session. In addition, any material changes to a Fund’s investment objective, strategies, and restrictions must be approved by the Board.
The Audit Committee serves to provide an open avenue of communication among the Board, the Funds’ independent registered public accounting firm, and the internal accounting staff serving the Funds. The Board has adopted a written charter of the Audit Committee pursuant to which the Audit Committee evaluates the independence of, and approves the retention of, the independent registered public accounting firm to audit the financial statements of the Funds, reviews the results of Fund audits, and preapproves, or establishes preapproval policies and procedures concerning, all audit and non-audit services provided to the Funds. The Audit Committee monitors the accounting policies of the Funds, as well as the work of the independent registered public accounting firm. Messrs. Armel, Braunschweig (Chair), Cutler, Lubs, and Mitchell and Ms. Pope currently serve as members of the Audit Committee. During the fiscal year ended August 31, 2016, the Audit Committee held two meetings.
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The Nominating and Governance Committee oversees the administration of the Corporation’s Governance Guidelines and Procedures. In addition, the Board has adopted a written charter of the Nominating and Governance Committee, pursuant to which the Nominating and Governance Committee evaluates and nominates, or recommends for nomination, candidates for the Board. The Nominating and Governance Committee may consider candidates for the Board submitted by shareholders if a vacancy were to exist. Shareholders who wish to recommend a nominee may do so by submitting the appropriate information about the candidate to the Corporation’s Secretary. Messrs. Armel (Chair), Braunschweig, Cutler, Lubs, and Mitchell and Ms. Pope currently serve as members of the Nominating and Governance Committee. During the fiscal year ended August 31, 2016, the Nominating and Governance Committee met once.
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 director’s professional, business, and educational background, judgment, ability to work effectively with the other directors and commitment to act in the best interests of the Funds were considered in determining his or her qualifications to serve on the Board. With respect to each director, the Board considered, among other factors, the following experiences and qualifications:
The Board considered that Mr. Armel has served as a director since 2006, and that he serves as chair of the Nominating and Governance Committee. The Board also considered his professional and financial industry experience serving as an executive, counsel and director of various 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.
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. Blaser’s 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 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. Braunschweig’s experience serving as an executive and director of a private charitable foundation. The Board considered the audit, executive, financial, and operations experience that Mr. Braunschweig gained over the course of his career.
The Board considered 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 of USHEALTH Group, Inc. as well as serving as a director of Freedom from Hunger, a non-profit organization. The Board also considered the executive, financial, and operations experience that Mr. Cutler gained over the course of his career.
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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 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 Chairman of Ayrshire Precision Engineering. 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 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 the fiscal year ended August 31, 2016, each independent director was paid an aggregate retainer of $100,000. 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, 2016.
Name   Aggregate
Compensation
from the
Corporation (1) 		  Total Compensation
from the Corporation
and Fund Complex
Paid to Directors (1)
Larry D. Armel
  $97,740   $100,000
Ridge A. Braunschweig
  $97,740   $100,000
Benjamin M. Cutler
  $97,740   $100,000
John A. Lubs
  $97,740   $100,000
James Mitchell
  $97,740   $100,000
Barbara J. Pope
  $97,740   $100,000
(1) The BMO Funds Complex currently offers 45 Funds, including the BMO LGM Frontier Markets Equity Fund. Each series of the Corporation pays an equal portion of the total compensation received by each independent director, adjusted based on each Fund’s inception date, if shorter than one fiscal year.
Board Ownership of Shares in the Funds and in the BMO Funds Family as of December 31, 2015.
Name of Director (1)   Fund Name   Dollar Range of
Shares Owned in
Fund 		  Aggregate Dollar
Range of Shares
Owned in BMO Funds
Larry D. Armel
  Large-Cap Value   Over $100,000   Over $100,000
Independent Director   Mid-Cap Value   Over $100,000        
John M. Blaser
  Large-Cap Value   Over $100,000   Over $100,000
Interested Director   Small-Cap Growth   $50,001 – $100,000        
    TCH Emerging Markets Bond   $10,001 – $50,000        
    Alternative Strategies   $50,001 – $100,000        
    Short Tax-Free   Over $100,000        
    TCH Core Plus Bond   $10,001 – $50,000        
    Balanced Allocation   Over $100,000        
Ridge A. Braunschweig
  Mid-Cap Value   Over $100,000   Over $100,000
Independent Director   Ultra Short Tax-Free   $10,001 – $50,000        
    Small-Cap Growth   Over $100,000        
    Tax-Free Money Market   Over $100,000        
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Name of Director (1)   Fund Name   Dollar Range of
Shares Owned in
Fund 		  Aggregate Dollar
Range of Shares
Owned in BMO Funds
    Prime Money Market   $10,001 – $50,000        
Benjamin M. Cutler
  Large-Cap Value   $10,001 – $50,000   Over $100,000
Independent Director   Small-Cap Growth   $10,001 – $50,000        
    LGM Emerging Markets Equity   $1 – $10,000        
    Ultra Short Tax-Free   Over $100,000        
    Short-Term Income   Over $100,000        
    Intermediate Tax-Free   Over $100,000        
    Mortgage Income   $50,001 – $100,000        
    TCH Core Plus Bond   $50,001 – $100,000        
    Prime Money Market   Over $100,000        
John A. Lubs
  Large-Cap Growth   $50,001 – $100,000   Over $100,000
Independent Director   Large-Cap Value   $50,001 – $100,000        
    Dividend Income   $10,001 – $50,000        
    Mid-Cap Growth   $10,001 – $50,000        
    Mid-Cap Value   $10,001 – $50,000        
    Small-Cap Growth   $10,001 – $50,000        
    TCH Corporate Income   $10,001 – $50,000        
James Mitchell
  Mid-Cap Growth   Over $100,000   Over $100,000
Independent Director   Mid-Cap Value   Over $100,000        
    Small-Cap Growth   $10,001 – $50,000        
    Pyrford International Stock   $50,001 – $100,000        
    Ultra Short Tax-Free   Over $100,000        
    Tax-Free Money Market   $50,001 – $100,000        
    Prime Money Market   $10,001 – $50,000        
Barbara J. Pope
  Large-Cap Growth   Over $100,000   Over $100,000
Independent Director   Large-Cap Value   $50,001 – $100,000        
    Mid-Cap Growth   Over $100,000        
    Mid-Cap Value   $50,001 – $100,000        
    Alternative Strategies   $10,001 – $50,000        
    High Yield Bond   $10,001 – $50,000        
    Small-Cap Growth   $10,001 – $50,000        
    TCH Core Plus Bond   $10,001 – $50,000        
    Tax-Free Money Market   Over $100,000        
    Prime Money Market   $10,001 – $50,000        
Christopher Begy
  Low Volatility   $10,001 – $50,000   $50,001 – $100,000
Interested Director   Large-Cap Value   $10,001 – $50,000        
    Large-Cap Growth   $10,001 – $50,000        
(1) Dollar range of shares owned in any Fund that is not identified in this table is “None.”
Information About the Adviser and Sub-Advisers
Adviser to the Funds
The Funds’ investment adviser is BMO Asset Management Corp., a Delaware corporation headquartered in Chicago, Illinois.
The Adviser conducts investment research and makes investment decisions for the Funds, except for the Pyrford International Stock, LGM Emerging Markets Equity, TCH Intermediate Income, TCH Corporate Income, TCH Core Plus Bond, TCH Emerging Markets Bond, and Alternative Strategies Funds , for which the Adviser performs oversight of the Funds’ Sub-Advisers
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as described below. The Adviser provides investment management services for investment companies, financial institutions, individuals, corporations, and not-for-profit organizations and is registered as an investment adviser with the SEC. The Adviser shall not be liable to the Corporation, the Funds, or any shareholder of a Fund for any losses that may be sustained in the purchase, holding, or sale of any security or for anything done or omitted by it, except acts or omissions involving willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed upon it by its contract with the Corporation. Because of the internal controls maintained by the Adviser’s affiliates to restrict the flow of non-public information, Fund investments are typically made without any knowledge of the lending relationships that affiliates of the Adviser may have. The control persons of the Adviser are described in the Adviser’s Uniform Application for Investment Adviser Registration (Form ADV) as filed with the SEC.
As compensation for the Adviser’s investment advisory services under the investment advisory agreement with the Corporation, each Fund (excluding the Target Date Funds and Target Risk Funds , as discussed below) pays the Adviser, on a monthly basis, an annual investment advisory fee based on the percentage of the average daily net assets of the Fund (ADNA), subject to certain breakpoints (except for the TCH Emerging Markets Bond and High Yield Funds ). As of June 1, 2015 (October 4, 2016 with respect to Small-Cap Growth Fund ), the advisory fees are subject to the breakpoints listed in the following tables:
    Advisory Fee (as % of each Fund’s ADNA)
Fund   on the first
$500 million 		  on the next
$200 million 		  on the next
$100 million 		  in excess of
$800 million
Low Volatility Equity
  0.500%   0.49%   0.45%   0.40%
Dividend Income
  0.500%   0.49%   0.45%   0.40%
Mid-Cap Value
  0.685%   0.67%   0.57%   0.51%
Mid-Cap Growth
  0.685%   0.67%   0.57%   0.51%
Small-Cap Value
  0.685%   0.68%   0.62%   0.61%
Small-Cap Growth
  0.685%   0.68%   0.62%   0.61%
Global Low Volatility Equity
  0.650%   0.64%   0.60%   0.55%
Pyrford International Stock
  0.735%   0.72%   0.62%   0.56%
LGM Emerging Markets Equity
  0.900%   0.89%   0.85%   0.80%
    
    Advisory Fee (as % of each Fund’s ADNA)
Fund   on the first
$100 million 		  on the next
$150 million 		  on the next
$250 million 		  in excess of
$500 million
TCH Emerging Markets Bond
  0.55%   0.55%   0.55%   0.55%
Ultra Short Tax-Free
  0.20%   0.19%   0.17%   0.10%
Short Tax-Free
  0.20%   0.19%   0.17%   0.15%
Short-Term Income
  0.20%   0.19%   0.17%   0.10%
Intermediate Tax-Free
  0.25%   0.16%   0.12%   0.10%
Strategic Income
  0.25%   0.20%   0.20%   0.20%
TCH Intermediate Income
  0.25%   0.20%   0.20%   0.20%
TCH Corporate Income
  0.20%   0.19%   0.15%   0.10%
TCH Core Plus Bond
  0.25%   0.16%   0.12%   0.10%
High Yield Bond
  0.50%   0.50%   0.50%   0.50%
    
    Advisory Fee (as % of each Fund’s ADNA)
Fund   on the first
$1 billion 		  on the next
$1 billion 		  in excess of
$2 billion
Large-Cap Value
  0.50%   0.475%   0.45%
Large-Cap Growth
  0.50%   0.475%   0.45%
Small-Cap Core
  0.65%   0.625%   0.60%
Disciplined International Equity
  0.60%   0.575%   0.55%
Alternative Strategies
  1.70%   1.675%   1.65%
Global Long/Short Equity
  1.00%   0.975%   0.95%
    
    Advisory Fee (as % of each Fund’s ADNA)
Fund   on the first
$2 billion 		  on the next
$2 billion 		  on the next
$2 billion 		  on the next
$2 billion 		  in excess of
$8 billion
Government Money Market
  0.20%   0.185%   0.17%   0.155%   0.14%
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    Advisory Fee (as % of each Fund’s ADNA)
Fund   on the first
$2 billion 		  on the next
$2 billion 		  on the next
$2 billion 		  on the next
$2 billion 		  in excess of
$8 billion
Tax-Free Money Market
  0.20%   0.185%   0.17%   0.155%   0.14%
Prime Money Market
  0.15%   0.135%   0.12%   0.105%   0.09%
Institutional Prime Money Market
  0.15%   0.135%   0.12%   0.105%   0.09%
The Adviser does not receive an investment advisory fee for the services that it performs for the Target Date and Target Risk Fund s. However, the Adviser is entitled to receive an investment advisory fee from each of the affiliated BMO Funds that serve as underlying funds in which the Target Date and Target Risk Fund s invest. In addition, since each Target Date and Target Risk Fund pursues its investment objective by primarily investing in other mutual funds, you will bear the proportionate share of a Fund’s operating expenses and also indirectly, the operating expenses of the underlying funds in which it invests.
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 a Fund’s business for all Funds and with respect to the Alternative Funds , also excluding dividend and interest expenses), from exceeding the percentage of the average daily net assets of each class of the following Funds (the Expense Limit), as set forth below. The Adviser may not terminate this arrangement prior to December 31, 2017, March 1, 2018 with respect to BMO Small-Cap Growth Fund and December 31, 2018 with respect to BMO Pyrford International Stock Fund and BMO Strategic Income Fund, without the consent of the Funds’ Board of Directors unless terminated due to the termination of the investment advisory agreement.
Fund   Expense Limit
(as a % of each
Fund’s ADNA)
Low Volatility Equity
   
Class I
  0.65%
Class A
  0.90%
Dividend Income
   
Class I
  0.65%
Class A
  0.90%
Large-Cap Value
   
Class Y
  1.00%
Class I
  0.75%
Class A
  1.00%
Class R6
  0.60%
Large-Cap Growth
   
Class Y
  1.00%
Class I
  0.75%
Class A
  1.00%
Class R6
  0.60%
Mid-Cap Value
   
Class Y
  1.24%
Class I
  0.99%
Class A
  1.24%
Class R3
  1.49%
Class R6
  0.84%
Mid-Cap Growth
   
Class Y
  1.24%
Class I
  0.99%
Class A
  1.24%
Class R3
  1.49%
Class R6
  0.84%
Fund   Expense Limit
(as a % of each
Fund’s ADNA)
Small-Cap Value Fund
   
Class I
  0.99%
Class A
  1.24%
Class R3
  1.49%
Class R6
  0.84%
Small-Cap Core
   
Class I
  0.90%
Class A
  1.15%
Small-Cap Growth
   
Class Y
  1.24%
Class I
  0.99%
Class A
  1.24%
Global Low Volatility Equity
   
Class I
  0.85%
Class A
  1.10%
Disciplined International Equity
   
Class I
  0.90%
Class A
  1.15%
Class R3
  1.40%
Class R6
  0.75%
Pyrford International Stock
   
Class Y
  1.19%
Class I
  0.94%
Class A
  1.19%
Class R3
  1.44%
Class R6
  0.79%
Class F3
  0.79%
 
 
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Fund   Expense Limit
(as a % of each
Fund’s ADNA)
LGM Emerging Markets Equity
   
Class I
  1.15%
Class A
  1.40%
TCH Emerging Markets Bond
   
Class I
  0.85%
Class A
  1.00%
Alternative Strategies
   
Class I
  1.95%
Class A
  2.20%
Global Long/Short Equity
   
Class I
  1.35%
Class A
  1.60%
Class R3
  1.85%
Class R6
  1.20%
Ultra Short Tax-Free
   
Class Y
  0.55%
Class I
  0.30%
Class A
  0.55%
Short Tax-Free
   
Class Y
  0.55%
Class I
  0.40%
Class A
  0.55%
Short-Term Income
   
Class Y
  0.60%
Class I
  0.35%
Class A
  0.60%
Intermediate Tax-Free
   
Class Y
  0.55%
Class I
  0.50%
Class A
  0.55%
Strategic Income
   
Class Y
  0.80%
Class I
  0.55%
Class A
  0.80%
TCH Intermediate Income
   
Class I
  0.55%
Class A
  0.80%
TCH Corporate Income
   
Class Y
  0.59%
Class I
  0.55%
Class A
  0.59%
TCH Core Plus Bond
   
Class Y
  0.59%
Class I
  0.55%
Class A
  0.59%
High Yield Bond
   
Class I
  0.65%
Class A
  0.90%
Fund   Expense Limit
(as a % of each
Fund’s ADNA)
Government Money Market
   
Class Y
  0.45%
Premier Class
  0.20%
Tax-Free Money Market
   
Class Y
  0.45%
Premier Class
  0.20%
Prime Money Market
   
Class Y
  0.45%
Premier Class
  0.20%
Institutional Prime Money Market
   
Class Y
  0.45%
Premier Class
  0.20%
In-Retirement
   
Class Y
  0.33%
Class R3
  0.58%
Class R6
  -0.07%
Target Retirement 2015
   
Class Y
  0.33%
Class R3
  0.58%
Class R6
  -0.07%
Target Retirement 2020
   
Class Y
  0.33%
Class R3
  0.58%
Class R6
  -0.07%
Target Retirement 2025
   
Class Y
  0.33%
Class R3
  0.58%
Class R6
  -0.07%
Target Retirement 2030
   
Class Y
  0.37%
Class R3
  0.62%
Class R6
  -0.03%
Target Retirement 2035
   
Class Y
  0.37%
Class R3
  0.62%
Class R6
  -0.03%
Target Retirement 2040
   
Class Y
  0.36%
Class R3
  0.61%
Class R6
  -0.04%
Target Retirement 2045
   
Class Y
  0.36%
Class R3
  0.61%
Class R6
  -0.04%
Target Retirement 2050
   
Class Y
  0.36%
Class R3
  0.61%
Class R6
  -0.04%
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Fund   Expense Limit
(as a % of each
Fund’s ADNA)
Target Retirement 2055
   
Class Y
  0.36%
Class R3
  0.61%
Class R6
  -0.04%
Conservative Allocation
   
Class Y
  0.33%
Class I
  0.08%
Class R3
  0.58%
Class R6
  -0.07%
Moderate Allocation
   
Class Y
  0.30%
Class I
  0.05%
Class R3
  0.55%
Class R6
  -0.10%
Balanced Allocation
   
Class Y
  0.33%
Class I
  0.08%
Class R3
  0.58%
Class R6
  -0.07%
Fund   Expense Limit
(as a % of each
Fund’s ADNA)
Growth Allocation
   
Class Y
  0.30%
Class I
  0.05%
Class R3
  0.55%
Class R6
  -0.10%
Aggressive Allocation
   
Class Y
  0.33%
Class I
  0.08%
Class R3
  0.58%
Class R6
  -0.07%
In addition, the Adviser may voluntarily waive any portion of its management fee for a Fund. Any such voluntary waivers by the Adviser may be terminated at any time in the Adviser’s sole discretion.
For the fiscal periods ended August 31, 2016, 2015, and 2014, the Adviser was entitled to receive the management fees shown below. During those same periods, the Adviser and/or its affiliates waived or reimbursed the amounts shown below.
Fund   2016 Fees
Paid 		  2016 Fees
Waived or
Reimbursed 		  2015 Fees
Paid 		  2015 Fees
Waived or
Reimbursed 		  2014 Fees
Paid 		  2014 Fees
Waived or
Reimbursed
Low Volatility Equity
  $ 533,558   $ 162,611   $ 338,858 (1)   $ 147,875   $ 240,796   $ 117,074
Dividend Income
  $ 575,937   $ 203,238   $ 627,129 (1)   $ 194,222   $ 538,196   $ 157,390
Large-Cap Value
  $ 1,554,841 (2)   $ 82,362   $ 2,000,429 (1)   $ 27,286   $1,697,345   $ 0
Large-Cap Growth
  $ 1,268,164 (2)   $ 134,976   $ 1,997,963 (1)   $ 35,679   $1,614,103   $ 0
Mid-Cap Value
  $ 1,785,837   $ 0   $ 2,236,738   $ 0   $2,399,552   $ 0
Mid-Cap Growth
  $ 1,174,437   $ 84,773   $ 1,733,262   $ 27,233   $1,919,288   $ 0
Small-Cap Value
  $ 602,291   $ 127,704   $ 584,191   $ 186,820   $ 493,233   $ 110,965
Small-Cap Core
  $ 54,208   $ 115,581   $ 25,853   $ 154,174   $ 12,446 (3)   $ 112,360 (3)
Small-Cap Growth
  $ 4,614,856   $ 0   $ 7,264,222 (1)   $ 0   $8,250,067   $ 0
Global Low Volatility Equity
  $ 221,108   $ 180,459   $ 28,063 (1)   $ 201,142   $ 8,847 (4)   $ 168,871 (4)
Disciplined International Equity
  $ 383,094 (5)   $ 189,296 (5)   N/A   N/A   N/A   N/A
Pyrford International Stock
  $ 4,872,466   $ 462,539   $ 3,585,498   $ 196,754   $2,245,364   $ 77,259
LGM Emerging Markets Equity
  $ 1,304,224   $ 339,607   $ 1,537,858 (1)   $ 328,973   $1,373,562   $ 229,042
TCH Emerging Markets Bond
  $ 42,272   $ 133,987   $ 46,275 (1)   $ 166,101   $ 40,632 (4)   $ 135,362 (4)
Alternative Strategies
  $ 1,563,744   $ 745,373   $ 421,348 (6)   $ 551,511 (6)   N/A   N/A
Global Long/Short Equity
  $ 32,084 (5)   $ 227,739 (5)   N/A   N/A   N/A   N/A
Ultra Short Tax-Free
  $ 1,058,810   $ 557,607   $ 1,382,777 (1)   $ 347,613   $1,348,469   $ 307,812
Short Tax-Free
  $ 331,490   $ 210,983   $ 303,849 (1)   $ 230,788   $ 189,452   $ 167,189
Short-Term Income
  $ 615,799   $ 312,797   $ 487,539 (1)   $ 220,052   $ 479,584   $ 183,911
Intermediate Tax-Free
  $ 2,082,926   $ 0   $ 3,129,717 (1)   $ 0   $2,946,708   $ 0
Strategic Income
  $ 277,134   $ 66,254   $ 450,276 (1)   $ 161,223   $ 608,002   $ 176,270
TCH Intermediate Income
  $ 217,373   $ 50,075   $ 499,274 (1)   $ 138,057   $ 556,259   $ 134,950
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Fund   2016 Fees
Paid 		  2016 Fees
Waived or
Reimbursed 		  2015 Fees
Paid 		  2015 Fees
Waived or
Reimbursed 		  2014 Fees
Paid 		  2014 Fees
Waived or
Reimbursed
TCH Corporate Income
  $ 439,639   $ 0   $ 645,453 (1)   $ 0   $ 367,751   $ 0
TCH Core Plus Bond
  $ 1,288,117   $ 0   $ 1,914,460 (1)   $ 0   $1,915,221   $ 0
High Yield Bond
  $ 370,755   $ 229,957   $ 372,900 (1)   $ 232,758   $ 495,053   $ 195,014
Government Money Market
  $ 1,484,739   $ 713,711   $ 1,245,872   $1,250,142   $1,152,763   $1,261,401
Tax-Free Money Market
  $ 1,322,771   $ 814,673   $ 1,286,559   $ 785,449   $1,548,988   $ 665,206
Prime Money Market
  $ 4,943,748   $ 124,193   $ 5,123,339   $ 620,101   $5,040,309   $ 707,877
Institutional Prime Money Market
  $ 157,038 (7)   $ 92,063 (7)   N/A   N/A   N/A   N/A
In-Retirement
  $ 0   $ 185,945   $ 0   $ 183,862   $ 0   $ 232,507
Target Retirement 2015
  $ 0   $ 171,459   $ 0   $ 176,177   $ 0 (3)   $ 120,512 (3)
Target Retirement 2020
  $ 0   $ 231,374   $ 0   $ 251,881   $ 0   $ 291,012
Target Retirement 2025
  $ 0   $ 184,632   $ 0   $ 182,666   $ 0 (3)   $ 120,618 (3)
Target Retirement 2030
  $ 0   $ 219,529   $ 0   $ 229,580   $ 0   $ 263,366
Target Retirement 2035
  $ 0   $ 182,986   $ 0   $ 182,370   $ 0 (3)   $ 120,695 (3)
Target Retirement 2040
  $ 0   $ 206,660   $ 0   $ 209,558   $ 0   $ 250,347
Target Retirement 2045
  $ 0   $ 176,975   $ 0   $ 178,206   $ 0 (3)   $ 120,628 (3)
Target Retirement 2050
  $ 0   $ 196,503   $ 0   $ 194,751   $ 0   $ 233,216
Target Retirement 2055
  $ 0   $ 171,684   $ 0   $ 174,859   $ 0 (3)   $ 120,553 (3)
Conservative Allocation
  $ 0   $ 268,583   $ 0   $ 304,219   $ 0 (8)   $ 89,637 (8)
Moderate Allocation
  $ 0   $ 287,791   $ 0   $ 322,855   $ 0 (8)   $ 93,603 (8)
Balanced Allocation
  $ 0   $ 523,352   $ 0   $ 628,948   $ 0 (8)   $ 164,416 (8)
Growth Allocation
  $ 0   $ 306,710   $ 0   $ 350,826   $ 0 (8)   $ 101,979 (8)
Aggressive Allocation
  $ 0   $ 353,191   $ 0   $ 390,099   $ 0 (8)   $ 90,307 (8)
(1) Amounts in 2015 include fees based on the prior advisory fee rate which was changed for certain Funds effective June 1, 2015.
(2) Amounts in 2016 for Large-Cap Value and Large-Cap Growth include fees based on the prior advisory fee rate which was changed effective December 29, 2015.
(3) Amounts in 2014 for Small-Cap Core, Target Retirement 2015, Target Retirement 2025, Target Retirement 2035, Target Retirement 2045, and Target Retirement 2055 are for the period from December 27, 2013, each Fund’s inception date, to August 31, 2014, the end of each Fund’s fiscal year.
(4) Amounts in 2014 for Global Low Volatility Equity and TCH Emerging Markets Bond are for the period from September 30, 2013, each Fund’s inception date, to August 31, 2014, the end of each Fund’s fiscal year.
(5) Amounts in 2016 for the Disciplined International Equity and Global Long/Short Equity are for the period from September 17, 2015, each Fund’s inception date, to August 31, 2016, the end of each Fund’s fiscal year.
(6) Amounts in 2015 for Alternative Strategies are for the period from December 16, 2014, the Fund’s inception date, to August 31, 2015, the end of the Fund’s fiscal year.
(7) Amounts in 2016 for Institutional Prime Money Market are for the period from June 3, 2016, the Fund’s inception date, to August 31, 2016, the end of the Fund’s fiscal year.
(8) Amounts in 2014 for the Conservative Allocation, Moderate Allocation, Balanced Allocation, Growth Allocation, and Aggressive Allocation are for the period from May 30, 2014, each Fund’s inception date, to August 31, 2014, the end of each Fund’s fiscal year.
Sub-Advisers to Pyrford International Stock, LGM Emerging Markets Equity, TCH Intermediate Income, TCH Corporate Income, TCH Core Plus Bond, TCH Emerging Markets Bond, and Alternative Strategies
It is the Adviser’s responsibility to select sub-advisers for Pyrford International Stock, LGM Emerging Markets Equity, TCH Intermediate Income, TCH Corporate Income, TCH Core Plus Bond, TCH Emerging Markets Bond, and Alternative Strategies and to review each Sub-Adviser’s performance. Pyrford is the sub-adviser to Pyrford International Stock . LGM Investments is the sub-adviser to LGM Emerging Markets Equity . TCH is the sub-adviser to TCH Intermediate Income, TCH Corporate Income, TCH Core Plus Bond, and TCH Emerging Markets Bond . CTC, Capstone, Cramer Rosenthal, Graham, Iridian, Pine River, and Sound Point are the sub-advisers to Alternative Strategies . The Adviser provides investment management evaluation services by performing initial due diligence on each Sub-Adviser and, thereafter, by monitoring the Sub-Advisers’ performance through quantitative and qualitative analysis, as well as periodic in-person, telephonic, and written consultations. In evaluating the Sub-Advisers, the Adviser considers, among other factors, their level of expertise; relative performance and consistency of performance over a minimum period of time; level of adherence to investment discipline or philosophy; personnel, facilities, and financial strength; and quality of service and client communications. The Adviser has the responsibility for communicating performance expectations and evaluations to the Sub-Advisers and ultimately recommending to the Corporation’s Board whether their sub-advisory agreements should be renewed, modified, or terminated.
BMO Funds, Inc. and the Adviser have received an order from the SEC that permits the Adviser, subject to certain conditions, but without shareholder approval, to terminate an existing sub-adviser or hire a new, wholly-owned or non-affiliated sub-adviser for a
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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, which is commonly referred to as a “manager-of-managers” investment strategy, has been approved by the Board of Directors and is currently utilized by the Alternative Strategies Fund . Additionally, any other Fund may rely on the exemptive order, subject to shareholder approval and so long as it (i) is advised by the Adviser; (ii) uses the manager-of managers structure that is described in the exemptive application; and (iii) complies with the terms and conditions of the exemptive application. The sole initial shareholder of each of the Disciplined International Equity and Global Long/Short Equity Funds has previously approved this arrangement if the Board of Directors and the Adviser choose to use it. 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 Adviser’s obligations under the investment advisory agreement, including the Adviser’s responsibility to monitor and oversee sub-advisory services furnished to the Fund, without shareholder approval.
The Adviser provides written reports to the Board regarding the results of its evaluation and monitoring functions. The Adviser also is responsible for conducting all operations of the Funds, except those operations contracted to the Sub-Advisers, the custodian, the transfer agent, and the administrator. Although the Sub-Advisers’ activities are subject to oversight by the Board and officers of the Corporation, neither the Board, the officers, nor the Adviser evaluates the investment merits of the Sub-Advisers’ individual security selections. The Sub-Advisers have complete discretion to purchase, manage, and sell portfolio securities for their respective Funds, subject to the Fund’s investment objective, policies, and limitations. The control persons of each Sub-Adviser are described in each Sub-Adviser’s Form ADV as filed with the SEC.
Pyrford. Pyrford is a registered investment adviser that is a wholly-owned subsidiary of the Bank of Montreal Capital Markets (Holdings) Ltd, a BMO Financial Group company. As part of BMO’s private client group, Pyrford provides wealth management services to clients in North America, the Middle East, UK, and Europe. Pyrford’s address is 79 Grosvenor Street, London, U.K. For its services to Pyrford International Stock , the Adviser pays Pyrford a fee at the rate of forty percent (40%) of the gross advisory fee received by the Adviser.
LGM Investments. LGM Investments is an investment advisory firm founded in 1995 that specializes in Asia Pacific, global emerging market, and frontier market entities and provides investment management services to pension funds, foundations, government organizations, high net worth individuals, hedge funds, and other funds sponsored by its parent LGM (Bermuda) Limited (LGM). LGM Investments is a wholly-owned subsidiary of LGM and an indirect wholly-owned subsidiary of BMO. LGM Investments’ address is 95 Wigmore Street, London, United Kingdom. For its services to LGM Emerging Markets Equity , LGM Investments, a registered investment adviser, receives a fee at the annual rate of forty percent (40%) of the gross advisory fee received by the Adviser. From December 29, 2011 to December 28, 2012, Lloyd George Management (Hong Kong) Limited, another subsidiary of LGM, served as the subadviser to LGM Emerging Markets Equity . The subadvisory agreement was transferred to LGM Investments effective December 28, 2012.
TCH. TCH is a Delaware limited liability company and an investment adviser registered with the SEC. TCH provides investment management services to investment companies, pension, and profit sharing plans, state or municipal government entities, corporations, charitable organizations, and individuals. TCH is a wholly-owned subsidiary of the Adviser. For its services to TCH Intermediate Income, TCH Corporate Income, TCH Core Plus Bond, and TCH Emerging Markets Bond , the Adviser pays TCH a fee at the rate of forty percent (40%) of the gross advisory fee received by the Adviser.
CTC. CTC is a registered investment adviser that is a wholly-owned subsidiary of BMO Financial Corp., which is a wholly-owned subsidiary of BMO. CTC is a registered investment adviser that provides investment management services to investment companies, pension and profit sharing plans, state or municipal government entities, corporations, charitable organizations, and individuals. CTC’s address is 2200 Geng Road, Suite 100, Palo Alto, California 94303.
Capstone. Capstone is a registered investment adviser that provides investment management services to various types of clients, including pooled investment vehicles. Capstone’s address is 7 World Trade Center, 250 Greenwich Street, 30th Floor, New York, New York 10007.
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Cramer Rosenthal. Cramer Rosenthal is a registered investment adviser that provides investment management services to various types of clients, including individuals, pooled investment vehicles, other corporations and trusts. Cramer Rosenthal’s address is 520 Madison Avenue, 20th Floor, New York, New York 10022.
Graham. Graham is a registered investment adviser that provides investment management services to various types of clients, including pooled investment vehicles. Graham’s address is 40 Highland Avenue, Rowayton, Connecticut 06853.
Iridian. Iridian is a registered investment adviser that provides investment management services to various types of clients, including pooled investment vehicles. Iridian’s address is 276 Post Road West, Westport, Connecticut 06880-4704.
Pine River. Pine River is a registered investment adviser that provides investment management services to hedge funds, separate accounts, listed investment vehicles and registered investment companies. Pine River’s address is 601 Carlson Parkway, 7th Floor, Minnetonka, Minnesota 55305. Pine River, an affiliate of Pine River Domestic Management L.P. and certain other sub-advisory affiliates including Pine River Capital Partners (UK) LLP, and Pine River Capital Management (HK) Limited, was founded in 2002, registered as an investment adviser in 2006.
Sound Point. Sound Point is a registered investment adviser that provides investment management services to various types of clients, including pooled investment vehicles, other corporations and trusts. Sound Point’s address is 375 Park Avenue, 25th Floor, New York, New York 10152.
All fees of the Sub-Advisers are paid by the Adviser. BMO is the ultimate parent company of the Adviser, Pyrford, LGM Investments, TCH, and CTC. Accordingly, the Adviser, Pyrford, LGM Investments, TCH, and CTC are affiliates.
Portfolio Managers
Other Accounts Managed by Portfolio Managers of the Funds
As described in the Funds’ Prospectus, the portfolio managers listed below are responsible for the day-to-day management of the Funds. With respect to the Funds for which one portfolio manager is listed in the following table, such portfolio manager is solely responsible for the day-to-day management of the Fund and is primarily responsible for the day-to-day management of the other accounts set forth in the table. In the case of the Funds for which more than one portfolio manager is listed in the following table, such portfolio managers are jointly responsible for the day-to-day management of the applicable Fund and the other accounts are generally managed jointly with the other portfolio manager(s). Unless noted otherwise, none of the mutual fund clients listed in the table pays a performance-based fee to the Adviser or Sub-Advisers.
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Other Accounts Managed by the Portfolio Managers
of the Funds as of August 31, 2016
    Other Registered
Investment Companies
Managed by Portfolio
Manager 		  Other Pooled
Investment Vehicle
Managed by
Portfolio Manager 		  Other Accounts
Managed by
Portfolio Manager
Fund/Portfolio
Manager/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 ($)
Low Volatility Equity                                        
David A. Corris
  1   192.5 million   6   4.316 billion   —   —   125   4.502 billion   —   —
Jason C. Hans
  —   —   5   4.314 billion   —   —   106   4.387 billion   —   —
Jay Kaufman
  —   —   2   400.7 million   —   —   5   206.5 million   —   —
Ernesto Ramos
  —   —   8   5.048 billion   —   —   180   4.743 billion   —   —
Dividend Income                                        
Kenneth Conrad
  —   —   3   323.8 million   —   —   73   125.9 million   —   —
Casey J. Sambs
  —   —   3   323.8 million   —   —   156   551.9 million   —   —
Large-Cap Value                                        
David A. Corris
  1   192.5 million   6   4.316 billion   —   —   125   4.502 billion   —   —
Jason C. Hans
  —   —   5   4.314 billion   —   —   106   4.387 billion   —   —
Ernesto Ramos
  —   —   8   5.048 billion   —   —   180   4.743 billion   —   —
Large-Cap Growth                                        
David A. Corris
  1   192.5 million   6   4.316 billion   —   —   125   4.502 billion   —   —
Jason C. Hans
  —   —   5   4.314 billion   —   —   106   4.387 billion   —   —
Ernesto Ramos
  —   —   8   5.048 billion   —   —   180   4.743 billion   —   —
Mid-Cap Value                                        
David A. Corris
  1   192.5 million   6   4.316 billion   —   —   125   4.502 billion   —   —
Thomas Lettenberger
  1   192.5 million   —   —   —   —   20   114.6 million   —   —
Mid-Cap Growth                                        
David A. Corris
  1   192.5 million   6   4.316 billion   —   —   125   4.502 billion   —   —
Thomas Lettenberger
  1   192.5 million   —   —   —   —   20   114.6 million   —   —
Small-Cap Value                                        
David A. Corris
  1   192.5 million   6   4.316 billion   —   —   125   4.502 billion   —   —
Thomas Lettenberger
  1   192.5 million   —   —   —   —   20   114.6 million   —   —
Small-Cap Core                                        
David A. Corris
  1   192.5 million   6   4.316 billion   —   —   125   4.502 billion   —   —
Thomas Lettenberger
  1   192.5 million   —   —   —   —   20   114.6 million   —   —
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    Other Registered
Investment Companies
Managed by Portfolio
Manager 		  Other Pooled
Investment Vehicle
Managed by
Portfolio Manager 		  Other Accounts
Managed by
Portfolio Manager
Fund/Portfolio
Manager/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 ($) 		  Number
with
Performance-
Based Fees 		  Total
Assets of
Accounts
with
Performance-
Based Fees ($)
Small-Cap Growth                                        
David A. Corris
  1   192.5 million   6   4.316 billion   —   —   125   4.502 billion   —   —
Thomas Lettenberger
  1   192.5 million   —   —   —   —   20   114.6 million   —   —
Global Low Volatility Equity                                        
Jay Kaufman
  —   —   2   400.7 million   —   —   5   206.5 million   —   —
Ernesto Ramos
  —   —   8   5.048 billion   —   —   180   4.743 billion   —   —
David Rosenblatt
  —   —   —   —   —   —   5   9.673 million   —   —
Disciplined International Equity                                        
Jay Kaufman
  —   —   2   400.7 million   —   —   5   206.5 million   —   —
Ernesto Ramos
  —   —   8   5.048 billion   —   —   180   4.743 billion   —   —
David Rosenblatt
  —   —   —   —   —   —   5   9.673 million   —   —
Pyrford International Stock                                        
Tony Cousins (Pyrford)
  4   972.5 million   6   4.552 billion   —   —   31   4.180 billion   2   463.9 million
Daniel McDonagh (Pyrford)
  4   972.5 million   6   4.552 billion   —   —   31   4.180 billion   2   463.9 million
Paul Simons (Pyrford)
  4   972.5 million   6   4.552 billion   —   —   31   4.180 billion   2   463.9 million
LGM Emerging Markets Equity                                        
Irina Hunter (LGM Investments)
  —   —   8   1.371 billion   —   —   1   24.9 million   —   —
Rishikesh Patel (LGM Investments)
  1   246.9 million   11   1.406 billion   —   —   2   45.6 million   1   20.7 million
Damian Bird (LGM Investments)
  —   —   12   1.502 billion   —   —   2   45.6 million   1   20.7 million
TCH Emerging Markets Bond                                        
Scott M. Kimball (TCH)
  —   —   —   —   —   —   92   9.418 billion   —   —
Daniela Mardarovici (TCH)
  —   —   —   —   —   —   92   9.418 billion   —   —
Frank Reda (TCH)
  —   —   —   —   —   —   92   9.418 billion   —   —
Janelle Woodward (TCH)
  —   —   —   —   —   —   92   9.418 billion   —   —
Alternative Strategies                                        
Michael Dowdall (1)
  —   —   —   —   —   —   —   —   —   —
Kristina Kalebich
  —   —   —   —   —   —   —   —   —   —
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Table of Contents
    Other Registered
Investment Companies
Managed by Portfolio
Manager 		  Other Pooled
Investment Vehicle
Managed by
Portfolio Manager 		  Other Accounts
Managed by
Portfolio Manager
Fund/Portfolio
Manager/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 ($)
Global Long/Short Equity                                        
Jay Kaufman
  —   —   2   400.7 million   —   —   5   206.5 million   —   —
Ernesto Ramos
  —   —   8   5.048 billion   —   —   180   4.743 billion   —   —
David Rosenblatt
  —   —   —   —   —   —   5   9.673 million   —   —
Ultra Short Tax-Free                                        
Robert Wimmel
  —   —   —   —   —   —   129   1.239 billion   —   —
Thomas Byron
  —   —   —   —   —   —   129   1.239 billion   —   —
Brian Sipich
  —   —   —   —   —   —   129   1.239 billion   —   —
Short Tax-Free                                        
Robert Wimmel
  —   —   —   —   —   —   129   1.239 billion   —   —
Thomas Byron
  —   —   —   —   —   —   129   1.239 billion   —   —
Brian Sipich
  —   —   —   —   —   —   129   1.239 billion   —   —
Short-Term Income                                        
Peter J. Arts
  —   —   5   1.251 billion   —   —   158   8.588 billion   —   —
Boyd R. Eager
  —   —   2   315.4 million   —   —   154   7.068 billion   —   —
Intermediate Tax-Free                                        
Robert Wimmel
  —   —   —   —   —   —   129   1.239 billion   —   —
Thomas Byron
  —   —   —   —   —   —   129   1.239 billion   —   —
Brian Sipich
  —   —   —   —   —   —   129   1.239 billion   —   —
Mortgage Income                                        
Scott M. Kimball
  —   —   —   —   —   —   92   9.418 billion   —   —
Daniela Mardarovici
  —   —   —   —   —   —   92   9.418 billion   —   —
Frank Reda
  —   —   —   —   —   —   92   9.418 billion   —   —
Janelle Woodward
  —   —   —   —   —   —   92   9.418 billion   —   —
TCH Intermediate Income                                        
Scott M. Kimball (TCH)
  —   —   —   —   —   —   92   9.418 billion   —   —
Daniela Mardarovici (TCH)
  —   —   —   —   —   —   92   9.418 billion   —   —
Frank Reda (TCH)
  —   —   —   —   —   —   92   9.418 billion   —   —
Janelle Woodward (TCH)
  —   —   —   —   —   —   92   9.418 billion   —   —
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Table of Contents
    Other Registered
Investment Companies
Managed by Portfolio
Manager 		  Other Pooled
Investment Vehicle
Managed by
Portfolio Manager 		  Other Accounts
Managed by
Portfolio Manager
Fund/Portfolio
Manager/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 ($) 		  Number
with
Performance-
Based Fees 		  Total
Assets of
Accounts
with
Performance-
Based Fees ($)
TCH Corporate Income                                        
Scott M. Kimball (TCH)
  —   —   —   —   —   —   92   9.418 billion   —   —
Daniela Mardarovici (TCH)
  —   —   —   —   —   —   92   9.418 billion   —   —
Frank Reda (TCH)
  —   —   —   —   —   —   92   9.418 billion   —   —
Janelle Woodward (TCH)
  —   —   —   —   —   —   92   9.418 billion   —   —
TCH Core Plus Bond                                        
Scott M. Kimball (TCH)
  —   —   —   —   —   —   92   9.418 billion   —   —
Daniela Mardarovici (TCH)
  —   —   —   —   —   —   92   9.418 billion   —   —
Frank Reda (TCH)
  —   —   —   —   —   —   92   9.418 billion   —   —
Janelle Woodward (TCH)
  —   —   —   —   —   —   92   9.418 billion   —   —
High Yield Bond                                        
Ronald Salinas (2)
  —   —   —   —   —   —   —   —   —   —
Eduardo Simpson (2)
  —   —   —   —   —   —   —   —   —   —
Janelle Woodward
  —   —   —   —   —   —   92   9.418 billion   —   —
In-Retirement                                        
Jon Adams
  —   —   —   —   —   —   12   26.8 million   —   —
Michael Dowdall (1)
  —   —   —   —   —   —   —   —   —   —
Irina Pacheco (1)
  —   —   —   —   —   —   —   —   —   —
Target Retirement 2015                                        
Jon Adams
  —   —   —   —   —   —   12   26.8 million   —   —
Michael Dowdall (1)
  —   —   —   —   —   —   —   —   —   —
Irina Pacheco (1)
  —   —   —   —   —   —   —   —   —   —
Target Retirement 2020                                        
Jon Adams
  —   —   —   —   —   —   12   26.8 million   —   —
Michael Dowdall (1)
  —   —   —   —   —   —   —   —   —   —
Irina Pacheco (1)
  —   —   —   —   —   —   —   —   —   —
Target Retirement 2025                                        
Jon Adams
  —   —   —   —   —   —   12   26.8 million   —   —
Michael Dowdall (1)
  —   —   —   —   —   —   —   —   —   —
Irina Pacheco (1)
  —   —   —   —   —   —   —   —   —   —
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    Other Registered
Investment Companies
Managed by Portfolio
Manager 		  Other Pooled
Investment Vehicle
Managed by
Portfolio Manager 		  Other Accounts
Managed by
Portfolio Manager
Fund/Portfolio
Manager/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 ($)
Target Retirement 2030                                        
Jon Adams
  —   —   —   —   —   —   12   26.8 million   —   —
Michael Dowdall (1)
  —   —   —   —   —   —   —   —   —   —
Irina Pacheco (1)
  —   —   —   —   —   —   —   —   —   —
Target Retirement 2035                                        
Jon Adams
  —   —   —   —   —   —   12   26.8 million   —   —
Michael Dowdall (1)
  —   —   —   —   —   —   —   —   —   —
Irina Pacheco (1)
  —   —   —   —   —   —   —   —   —   —
Target Retirement 2040                                        
Jon Adams
  —   —   —   —   —   —   12   26.8 million   —   —
Michael Dowdall (1)
  —   —   —   —   —   —   —   —   —   —
Irina Pacheco (1)
  —   —   —   —   —   —   —   —   —   —
Target Retirement 2045                                        
Jon Adams
  —   —   —   —   —   —   12   26.8 million   —   —
Michael Dowdall (1)
  —   —   —   —   —   —   —   —   —   —
Irina Pacheco (1)
  —   —   —   —   —   —   —   —   —   —
Target Retirement 2050                                        
Jon Adams
  —   —   —   —   —   —   12   26.8 million   —   —
Michael Dowdall (1)
  —   —   —   —   —   —   —   —   —   —
Irina Pacheco (1)
  —   —   —   —   —   —   —   —   —   —
Target Retirement 2055                                        
Jon Adams
  —   —   —   —   —   —   12   26.8 million   —   —
Michael Dowdall (1)
  —   —   —   —   —   —   —   —   —   —
Irina Pacheco (1)
  —   —   —   —   —   —   —   —   —   —
Conservative Allocation                                        
Jon Adams
  —   —   —   —   —   —   12   26.8 million   —   —
Michael Dowdall (1)
  —   —   —   —   —   —   —   —   —   —
Moderate Allocation                                        
Jon Adams
  —   —   —   —   —   —   12   26.8 million   —   —
Michael Dowdall (1)
  —   —   —   —   —   —   —   —   —   —
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Table of Contents
    Other Registered
Investment Companies
Managed by Portfolio
Manager 		  Other Pooled
Investment Vehicle
Managed by
Portfolio Manager 		  Other Accounts
Managed by
Portfolio Manager
Fund/Portfolio
Manager/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 ($) 		  Number
with
Performance-
Based Fees 		  Total
Assets of
Accounts
with
Performance-
Based Fees ($)
Balanced Allocation                                        
Jon Adams
  —   —   —   —   —   —   12   26.8 million   —   —
Michael Dowdall (1)
  —   —   —   —   —   —   —   —   —   —
Growth Allocation                                        
Jon Adams
  —   —   —   —   —   —   12   26.8 million   —   —
Michael Dowdall (1)
  —   —   —   —   —   —   —   —   —   —
Aggressive Allocation                                        
Jon Adams
  —   —   —   —   —   —   12   26.8 million   —   —
Michael Dowdall (1)
  —   —   —   —   —   —   —   —   —   —
(1) As of February 28, 2017.
(2) As of January 31, 2017.
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Table of Contents
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, a limited opportunity may exist to sell an investment held by a Fund and the other accounts. The other accounts may have similar investment objectives or strategies as the Funds, they may track the same benchmarks or indexes as the Funds track, and they may sell securities that are eligible to be held, sold or purchased by the Funds. A portfolio manager may be responsible for accounts that have different advisory fee schedules, which may create the incentive for the portfolio manager to favor one account over another in terms of access to investment opportunities. A portfolio manager also may manage accounts whose investment objectives and policies differ from those of the Funds, which may cause the portfolio manager to effect trading in one account that may have an adverse effect on the value of the holdings within another account, including a Fund.
To address and manage these potential conflicts of interest, each of the Adviser, Pyrford, LGM Investments, and TCH has adopted compliance policies and procedures to allocate investment opportunities and to ensure that each of their clients is treated on a fair and equitable basis. Such policies and procedures include, but are not limited to, trade allocation and trade aggregation policies, cross trading policies, portfolio manager assignment practices, and oversight by investment management, and/or compliance departments.
All of the portfolio managers for the Funds must make investment decisions without taking into consideration or being in possession of material, non-public information about the securities and other instruments in which they invest. The Adviser and each Sub-adviser have established procedures to prevent portfolio managers from trading on material, non-public information. For the portfolio managers of the Target Date and Target Risk Fund s, this prohibition applies to material, non-public information about the underlying funds. In the event that a portfolio manager of a Target Date or Target Risk Fund 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 manager’s possession of such information. The trading restriction could have an adverse effect on the ability of a fund managed by such 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
Compensation for the portfolio managers of the Adviser and each affiliated Sub-Adviser (LGM Investments, Pyrford, and TCH) consists of base salary, which is monitored to ensure competitiveness in the external marketplace. In addition to base salary, portfolio managers have a short-term incentive program (“bonus”) which tied to the investment performance of client accounts. The formula for each professional varies according to their level of portfolio responsibility and seniority. Portfolio managers also may have a long-term incentive program consisting of restricted share units or other units linked to the performance of BMO.
The compensation program has a dual mandate to align the investment team’s interests with those of the client, and to attract and retain high caliber investment professionals. Senior management relies on Human Resources professionals to conduct periodic industry surveys, typically on an annual basis, to determine appropriate market levels of base and total compensation for all investment professionals.
With respect to any perceived conflicts of interest relating to the payment model, the risk management focus of the investment process drives all key decision making. Likewise, individual compensation is weighted more toward long term profit from fee-based client relationships than it is on short term performance, which further motivates the team to achieve stable long-term fee-based relationships through consistent benchmark outperformance and capital preservation. Finally, the deferred equity-linked component of the incentive compensation plan promotes a long-term interest in firm value.
As of the date of this SAI, the structures and methods described above are used to determine each portfolio manager’s compensation.
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Ownership of Fund Shares by Portfolio Managers
As of August 31, 2016, the portfolio managers beneficially owned shares of the Funds they manage having a value within the range shown below.
Fund/Portfolio Manager   Dollar Range of Shares Owned
Low Volatility Equity
       
David A. Corris
  $50,001 – $100,000
Jason C. Hans
  $10,001 – $50,000
Jay Kaufman
  $10,001 – $50,000
Ernesto Ramos
  None
Dividend Income
       
Kenneth Conrad
  $10,001 – $50,000
Casey J. Sambs
  $10,001 – $50,000
Large-Cap Value
       
David A. Corris
  $1 – $10,000
Jason Hans
  $1 – $10,000
Ernesto Ramos
  None
Large-Cap Growth
       
David A. Corris
  $1 – $10,000
Jason C. Hans
  $1 – $10,000
Ernesto Ramos
  None
Mid-Cap Value
       
David Corris
  None
Thomas Lettenberger
  None
Mid-Cap Growth
       
David Corris
  None
Thomas Lettenberger
  $10,001 – $50,000
Small-Cap Value
       
David Corris
  $10,001 – $50,000
Thomas Lettenberger
  $10,001 – $50,000
Small-Cap Core
       
David Corris
  $50,001 – $100,000
Thomas Lettenberger
  $50,001 – $100,000
Small-Cap Growth
       
David Corris
  None
Thomas Lettenberger
  $10,001 – $50,000
Global Low Volatility Equity
       
Jay Kaufman
  $10,001 – $50,000
Ernesto Ramos
  Over $1,000,000
David Rosenblatt
  None
Disciplined International Equity
       
Jay Kaufman
  $10,001 – $50,000
Ernesto Ramos
  None
David Rosenblatt
  None
Pyrford International Stock
       
Tony Cousins (Pyrford) (1)
  None (1)
Daniel McDonagh (Pyrford) (1)
  None (1)
Paul Simons (Pyrford) (1)
  None (1)
LGM Emerging Markets Equity
       
Irina Hunter (LGM Investments) (1)
  None (1)
Rishikesh Patel (LGM Investments) (1)
  None (1)
Damian Bird (LGM Investments) (1)
  None (1)
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Table of Contents
Fund/Portfolio Manager   Dollar Range of Shares Owned
TCH Emerging Markets Bond
       
Scott M. Kimball (TCH)
  None
Daniela Mardarovici (TCH)
  None
Frank Reda (TCH)
  None
Janelle Woodward (TCH)
  None
Alternative Strategies
       
Michael Dowdall (2)
  None (2)
Kristina Kalebich
  None
Global Long/Short Equity
       
Jay Kaufman
  $10,001 – $50,000
Ernesto Ramos
  None
David Rosenblatt
  $50,001 – $100,000
Ultra Short Tax-Free
       
Robert Wimmel
  None
Thomas Byron
  None
Brian Sipich
  None
Short Tax-Free
       
Robert Wimmel
  None
Thomas Byron
  None
Brian Sipich
  None
Short-Term Income
       
Peter J. Arts
  None
Boyd R. Eager
  None
Intermediate Tax-Free
       
Robert Wimmel
  None
Thomas Byron
  None
Brian Sipich
  None
Mortgage Income
       
Scott M. Kimball
  None
Daniela Mardarovici
  None
Frank Reda
  None
Janelle Woodward
  None
TCH Intermediate Income
       
Scott M. Kimball (TCH)
  None
Daniela Mardovici (TCH)
  None
Frank Reda (TCH)
  None
Janelle Woodward (TCH)
  None
TCH Corporate Income
       
Scott M. Kimball (TCH)
  None
Daniela Mardarovici (TCH)
  None
Frank Reda (TCH)
  $1 – $10,000
Janelle Woodward (TCH)
  None
TCH Core Plus Bond
       
Scott M. Kimball (TCH)
  None
Daniela Mardarovici (TCH)
  None
Frank Reda (TCH)
  None
Janelle Woodward (TCH)
  None
High Yield Bond
       
Ronald Salinas (3)
  None (3)
Eduardo Simpson (3)
  None (3)
Janelle Woodward
  None
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Table of Contents
Fund/Portfolio Manager   Dollar Range of Shares Owned
In-Retirement
       
Jon Adams
  None
Michael Dowdall (2)
  None (2)
Irina Pacheco (2)
  None (2)
Target Retirement 2015
       
Jon Adams
  None
Michael Dowdall (2)
  None (2)
Irina Pacheco (2)
  None (2)
Target Retirement 2020
       
Jon Adams
  None
Michael Dowdall (2)
  None (2)
Irina Pacheco (2)
  None (2)
Target Retirement 2025
       
Jon Adams
  None
Michael Dowdall (2)
  None (2)
Irina Pacheco (2)
  None (2)
Target Retirement 2030
       
Jon Adams
  None
Michael Dowdall (2)
  None (2)
Irina Pacheco (2)
  None (2)
Target Retirement 2035
       
Jon Adams
  None
Michael Dowdall (2)
  None (2)
Irina Pacheco (2)
  None (2)
Target Retirement 2040
       
Jon Adams
  None
Michael Dowdall (2)
  None (2)
Irina Pacheco (2)
  None (2)
Target Retirement 2045
       
Jon Adams
  None
Michael Dowdall (2)
  None (2)
Irina Pacheco (2)
  None (2)
Target Retirement 2050
       
Jon Adams
  None
Michael Dowdall (2)
  None (2)
Irina Pacheco (2)
  None (2)
Target Retirement 2055
       
Jon Adams
  None
Michael Dowdall (2)
  None (2)
Irina Pacheco (2)
  None (2)
Conservative Allocation
       
Jon Adams
  None
Michael Dowdall (2)
  None (2)
Moderate Allocation
       
Jon Adams
  None
Michael Dowdall (2)
  None (2)
Balanced Allocation
       
Jon Adams
  None
Michael Dowdall (2)
  None (2)
Growth Allocation
       
Jon Adams
  $10,001 – $50,000
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Table of Contents
Fund/Portfolio Manager   Dollar Range of Shares Owned
Michael Dowdall (2)
  None (2)
Aggressive Allocation
       
Jon Adams
  None
Michael Dowdall (2)
  None (2)
(1) Non-U.S. citizens are not eligible to purchase shares of BMO Funds.
(2) As of February 28, 2017.
(3) As of January 31, 2017.
As of August 31, 2016, the portfolio managers listed below beneficially owned shares of the Fund family having a value within the range shown below.
Portfolio Manager   Dollar Range of Shares Owned in Fund Family
Jon Adams
  $10,001 – $50,000
Kenneth Conrad
  $10,001 – $50,000
David A. Corris
  $100,001 – $500,000
Jason C. Hans
  $50,001 – $100,000
Jay Kaufman
  $10,001 – $50,000
Thomas Lettenberger
  $100,001 – $500,000
Irina Pacheco
  $1 - $10,000
Ernesto Ramos
  Over $1,000,000
Frank Reda
  $1 – $10,000
David Rosenblatt
  $50,001 – $100,000
Casey J. Sambs
  $100,001 – $500,000
Voting Proxies on Fund Portfolio Securities
The Board has delegated the authority to vote proxies relating to the securities held in the Funds’ portfolios to the Adviser and, in the case of Pyrford International Stock, LGM Emerging Markets Equity, and Alternative Strategies , has authorized the Adviser to delegate its authority to vote proxies to the respective Sub-Adviser on behalf of the Fund. Due to the Funds’ proposed investments in fixed income securities, the Adviser does not anticipate voting proxies on behalf of the Money Market or Fixed Income Funds .
Adviser’s Proxy Voting Policy and Guidelines
The Board of Directors has delegated proxy voting authority to the Adviser, subject to the Board’s oversight. The Adviser has agreed to vote the Funds’ proxies according to the Adviser’s proxy voting policies and procedures. The Adviser’s 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 voting policies, procedures, and guidelines 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 a conflict of interest exists, 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.
With respect to the assets of Alternative Strategies managed by its Sub-Advisers, the Adviser has delegated responsibility for voting those proxies to the applicable Sub-Adviser, except with respect to CTC who does not vote proxies for the Fund. Each Alternative Strategies Sub-Adviser’s Proxy Voting Policies (other than CTC’s) are set forth in Appendix C .
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If an underlying affiliated fund in which the Target Date and Target Risk Funds invest has a shareholder meeting, a Fund will vote its shares in the underlying affiliated fund in the same proportion as the votes of the other shareholders of the underlying fund.
Pyrford’s Proxy Voting Policies and Procedures
It is Pyrford’s policy to consider every resolution individually and to cast a proxy on each issue; the sole criteria for reaching these voting decisions is the financial interests of the client. This is part of Pyrford’s broader fiduciary responsibility to its clients. Pyrford’s practice in voting proxies clearly reflects the issues that it considers important in making investments. Pyrford seeks to invest in well financed companies with a strong management team and sound strategy that is capable of delivering attractive earnings and dividend growth over the long term. It is in this way that Pyrford believes its clients will achieve the best investment performance. Pyrford, therefore, will support management in any proposals which, in Pyrford’s opinion, further these aims; conversely, Pyrford will oppose any resolutions that it believes detract from the company’s growth prospects. However, Pyrford firmly believes that it is the job of management rather than shareholders to run companies on an operational basis. If Pyrford believes that management is doing a poor job in running the company or following a flawed strategy that is likely to result in impaired shareholder value, it considers that the best remedy for its clients is to sell the stock. Pyrford believes that reinvesting in a different company with a better strategy and growth prospects is definitely preferable to indulging in a prolonged proxy voting battle with management. Although Pyrford votes on a case by case basis judged by overall shareholder interests, it considers guidelines set forth in its Proxy Voting Policies with respect to certain issues designated therein.
Pyrford has retained RiskMetrics to provide administrative services related to proxy voting. When a conflict of interest arises, to ensure that proxies are voted solely in the best interest of clients, Pyrford will vote in accordance with its voting policy or, with respect to case-by-case determinations, without consideration of any benefit to Pyrford, its affiliates, its employees, or any other party.
LGM Investments’ Proxy Voting Policies and Procedures
Unless a client specifies to the contrary in the client’s agreement with LGM Investments, LGM Investments is responsible for the proxy voting of stocks held in the client’s account. LGM Investments has adopted and implemented proxy voting policies and procedures that it believes to be reasonably designed to ensure that proxies are voted in the best interest of its clients, and in accordance with its fiduciary duties, with Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended and with the long-standing fiduciary standards and responsibilities for ERISA accounts set out in Department of Labor Bulletin 94-2 C.F.R. 2509.94-2 (July 29, 1994).
LGM Investments will normally vote proxies in accordance with these guidelines unless it determines that it is in the best economic interests of the clients to vote contrary to the guidelines. LGM Investments’ voting guidelines generally address issues related to boards of directors, auditors, equity-based compensation plans, and shareholder rights.
A conflict of interest may exist, for example, when an issuer who is soliciting proxy votes also has a client relationship with LGM Investments. When a conflict of interest arises, in order to ensure that proxies are voted solely in the best interest of the clients, LGM Investments will vote in accordance with its written guidelines or seek the client’s instructions before voting.
TCH’s Proxy Voting Policies and Procedures
TCH, the Sub-Adviser to TCH Intermediate Income, TCH Corporate Income, TCH Core Plus Bond, and TCH Emerging Markets Bond , does not anticipate voting proxies on behalf of these Funds due to their proposed investments in bonds and other non-voting fixed-income securities.
Proxy Voting Record
Each Fund is required to disclose annually its proxy voting record for the most recent 12-month period ended June 30 and files it with the SEC by August 31. Each Fund’s proxy voting record will be available at that time without charge, either upon request, by calling toll free, 1-800-236-FUND (3863), or by accessing the SEC’s website at http://www.sec.gov.
Portfolio Holdings Disclosure Policy
The Funds do not provide or permit others to provide information about the Funds’ portfolio holdings to any third party, except as permitted by the Corporation’s policy regarding disclosure of portfolio holdings (Disclosure Policy). This Disclosure Policy also
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applies to the Adviser, Sub-Advisers, 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 Fund’s portfolio holdings are disclosed in publicly available filings with the SEC including Form N-CSR, Form N-Q, and Form N-MFP;
• Fund portfolio holdings may be disclosed from time to time, to the Funds’ service providers, including the Sub-Advisers, administrator, sub-administrator, custodians, fund accountant, transfer agent, independent accountant, legal counsel, third-party research providers, and financial printer, in connection with the fulfillment of their duties to the Funds and the Corporation;
• Each Fund (other than the Target Date, Target Risk, and Money Market Funds ) makes a complete list of its portfolio holdings publicly available on the Funds’ website, http://www.bmofundsus.com, approximately thirty days after the end of each month;
• The Funds’ portfolio holdings as of each month end are disclosed to certain approved institutional databases and rating agencies including Lipper Inc., Morningstar, Inc., Standard & Poor’s Financial Services, LLC, Bloomberg L.P., Thompson Reuters Corporation, Vickers Stock Research Corporation, and Capital Bridge, Inc.;
• Each Target Date and Target Risk Fund’s portfolio holdings are posted on the Fund’s website approximately five days after the end of each month; and
• Each Money Market Fund’s portfolio holdings as of the last business day of the preceding month is posted on the Funds’ website no later than five business days after the end of the month and remains posted on the website for a minimum of six months thereafter.
The Corporation is prohibited from entering into any other arrangements to disclose information regarding the Funds’ portfolio securities prior to public availability without prior approval of the Board. Third parties who receive portfolio holdings information are subject to restrictions by contract or by law that prohibit the disclosure or misuse of the holdings information to ensure that the information remains confidential. No compensation or other consideration may be received by the Funds, the Adviser, Sub-Advisers, or 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.
Brokerage Transactions
As used in this section, the term Adviser means Adviser or Sub-Adviser, as applicable.
The Adviser is responsible for decisions to buy and sell securities for the Funds and for the placement of the Funds’ securities business, the negotiation of the charges to be paid on such transactions, and the allocation of portfolio brokerage and principal business. Trades may be done with brokers, dealers and, on occasion, issuers. Remuneration for trades may include commissions, commission-equivalent charges, dealer spreads, mark-ups, and mark-downs.
In executing transactions on behalf of the Funds, the Adviser has no obligation to deal with any particular broker or dealer. Rather, the Adviser seeks to obtain the best qualitative execution. The best net price is an important factor, but the Adviser also considers the full range and quality of a broker’s services, as described below. Recognizing the value of the range of services, the Funds may not pay the lowest commission or spread available on any particular transaction.
Section 28(e) of the Securities Exchange Act of 1934, as amended, permits an investment adviser, under certain circumstances, to cause an account to pay a broker who supplies brokerage and research services a commission or commission-equivalent charge for effecting a transaction in excess of the amount of commission another broker would have charged for effecting the transaction. Brokerage and research services include:
• furnishing advice as to the value of securities, the advisability of investing, purchasing, or selling securities, and the availability of securities or purchasers or sellers of securities;
• furnishing analyses and reports concerning issuers, industries, sectors, securities, economic factors and trends, portfolio strategy, and the performance of accounts; and
• effecting securities transactions and performing functions incidental thereto (such as clearance, settlement, and custody).
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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 Funds) managed by them. Because the volume and nature of the trading activities of the accounts are not uniform, the amount of commissions in excess of those charged by another broker (if any) paid by each account for brokerage and research services will vary. The Adviser believes any such costs to the Funds, however, will not be disproportionate to the benefits received by the Funds on a continuing basis and, to the extent that receipt of these services may supplant services for which the Adviser might otherwise have paid, it would tend to reduce their expenses.
The following table shows aggregate total commissions paid by each Fund to brokers that provide brokerage and research services to the Adviser and/or Sub-Advisers and the aggregate principal value of the transactions for the fiscal year ended August 31, 2016.
Fund   Brokerage Commissions
Paid to
Brokers Who Provided
Brokerage
and Research Services 		  Principal Value
of Transactions
Low Volatility Equity
  $ 25,469   $ 35,091,899
Dividend Income
  $ 27,526   $ 44,614,692
Large-Cap Value
  $ 95,152   $107,162,651
Large-Cap Growth
  $ 50,898   $116,202,364
Mid-Cap Value
  $ 50,391   $ 76,368,284
Mid-Cap Growth
  $ 77,001   $103,930,738
Small-Cap Value
  $ 41,940   $ 39,887,642
Small-Cap Core
  $ 7,868   $ 5,033,423
Small-Cap Growth
  $476,359   $273,663,839
Global Low Volatility Equity
  $ 35,023   $ 53,150,913
Disciplined International Equity (1)
  $ 94,206   $153,822,184
Pyrford International Stock
  $326,180   $284,325,579
LGM Emerging Markets Equity
  $161,743   $108,249,547
TCH Emerging Markets Bond
  N/A   N/A
Alternative Strategies
  $151,709   $260,164,012
Global Long/Short Equity (1)
  $ 4,378   $ 6,601,116
Ultra Short Tax-Free
  N/A   N/A
Short Tax-Free
  N/A   N/A
Short-Term Income
  N/A   N/A
Intermediate Tax-Free
  N/A   N/A
Mortgage Income
  N/A   N/A
TCH Intermediate Income
  N/A   N/A
TCH Corporate Income
  N/A   N/A
TCH Core Plus Bond
  N/A   N/A
High Yield Bond
  N/A   N/A
Government Money Market
  N/A   N/A
Tax-Free Money Market
  N/A   N/A
Prime Money Market
  N/A   N/A
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Fund   Brokerage Commissions
Paid to
Brokers Who Provided
Brokerage
and Research Services 		  Principal Value
of Transactions
Institutional Prime Money Market (2)
  N/A   N/A
In-Retirement
  N/A   N/A
Target Retirement 2015
  N/A   N/A
Target Retirement 2020
  N/A   N/A
Target Retirement 2025
  N/A   N/A
Target Retirement 2030
  N/A   N/A
Target Retirement 2035
  N/A   N/A
Target Retirement 2040
  N/A   N/A
Target Retirement 2045
  N/A   N/A
Target Retirement 2050
  N/A   N/A
Target Retirement 2055
  N/A   N/A
Conservative Allocation
  N/A   N/A
Moderate Allocation
  N/A   N/A
Balanced Allocation
  N/A   N/A
Growth Allocation
  N/A   N/A
Aggressive Allocation
  N/A   N/A
(1) The fees paid in 2016 by Disciplined International Equity and Global Long/Short Equity are for the period from September 17, 2015, each Fund’s inception date, to August 31, 2016, the end of each Fund’s fiscal year.
(2) The fees paid in 2016 by Institutional Prime Money Market are for the period from June 3, 2016, the Fund’s inception date, to August 31, 2016, the end of the Fund’s fiscal year.
The Target Date and Target Risk Funds will not incur any brokerage commissions for purchasing shares of underlying funds. However, a Fund may incur brokerage commissions and/or investment dealer concessions when purchasing short-term and other securities for the Fund. Each underlying fund in which the Target Date and Target Risk Funds invest has policies with respect to the execution of the underlying fund’s portfolio transactions, which are described in the applicable statement of additional information.
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. No assurance can be made that a particular purchase or sale opportunity will be allocated to a Fund. In making allocations between the Funds, and between a Fund and other advisory accounts, certain factors considered by the Adviser are the respective investment objectives, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment, and the size of investment commitments generally held.
For the periods noted below, the Funds paid the following brokerage commissions.
    For the fiscal year ended August 31
Fund   2016   2015   2014
Low Volatility Equity
  $ 62,570   $ 33,395   $ 28,113
Dividend Income
  $ 60,929   $ 71,474   $ 63,142
Large-Cap Value
  $ 225,885   $ 174,744   $ 186,752
Large-Cap Growth
  $ 118,436   $ 228,010   $ 145,473
Mid-Cap Value
  $ 107,595   $ 164,528   $ 204,529
Mid-Cap Growth
  $ 148,332   $ 278,715   $ 342,947
Small-Cap Value
  $ 87,229   $ 120,685   $ 96,602
Small-Cap Core
  $ 17,934   $ 8,080   $ 6,745 (1)
Small-Cap Growth
  $1,046,519   $1,502,752   $1,924,291
Global Low Volatility Equity
  $ 35,023   $ 1,975   $ 2,720 (2)
Disciplined International Equity
  $ 94,206 (3)   N/A   N/A
Pyrford International Stock
  $ 326,180   $ 558,862   $ 306,158
LGM Emerging Markets Equity
  $ 161,743   $ 180,588   $ 307,974 (4)
TCH Emerging Markets Bond
  —   —   — (2)
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    For the fiscal year ended August 31
Fund   2016   2015   2014
Alternative Strategies
  $ 151,709   $ 30,016 (4)   N/A
Global Long/Short Equity
  $ 4,378 (3)   N/A   N/A
Ultra Short Tax-Free
  —   —   $ 80
Short Tax-Free
  —   $ 170   $ 112
Short-Term Income
  —   —   —
Intermediate Tax-Free
  —   $ 12,898   $ 12,228
Mortgage Income
  —   —   —
TCH Intermediate Income
  —   —   —
TCH Corporate Income
  —   —   —
TCH Core Plus Bond
  —   —   —
High Yield Bond
  —   —   —
Government Money Market
  —   —   —
Tax-Free Money Market
  —   —   —
Prime Money Market
  —   —   —
Institutional Prime Money Market
  — (5)   N/A   N/A
In-Retirement
  —   —   —
Target Retirement 2015
  —   $ 172   — (1)
Target Retirement 2020
  —   —   —
Target Retirement 2025
  —   $ 1,324   — (1)
Target Retirement 2030
  —   —   —
Target Retirement 2035
  —   $ 2,748   — (1)
Target Retirement 2040
  —   —   —
Target Retirement 2045
  —   $ 1,412   — (1)
Target Retirement 2050
  —   —   —
Target Retirement 2055
  —   $ 156   — (1)
Conservative Allocation
  —   —   — (6)
Moderate Allocation
  —   —   — (6)
Balanced Allocation
  —   —   — (6)
Growth Allocation
  —   —   — (6)
Aggressive Allocation
  —   —   — (6)
(1) The fees paid in 2014 by Small-Cap Core, Target Retirement 2015, Target Retirement 2025, Target Retirement 2035, Target Retirement 2045, and Target Retirement 2055 are for the period from December 27, 2013, each Fund’s inception date, to August 31, 2014, the end of each Fund’s fiscal year.
(2) The fees paid in 2014 by Global Low Volatility Equity and TCH Emerging Markets Bond are for the period from September 30, 2013, each Fund’s inception date, to August 31, 2014, the end of each Fund’s fiscal year.
(3) The fees paid in 2016 by Disciplined International Equity and Global Long/Short Equity are for the period from September 17, 2015, each Fund’s inception date, to August 31, 2016, the end of each Fund’s fiscal year.
(4) The fees paid in 2015 by Alternative Strategies are for the period from December 16, 2014, the Fund’s inception date, to August 31, 2015, the end of the Fund’s fiscal year.
(5) The fees paid in 2016 by Institutional Prime Money Market are for the period from June 3, 2016, the Fund’s inception date, to August 31, 2016, the end of the Fund’s fiscal year.
(6) The fees paid in 2014 by the Conservative Allocation, Moderate Allocation, Balanced Allocation, Growth Allocation, and Aggressive Allocation are for the period from May 30, 2014, each Fund’s inception date, to August 31, 2014, the end of each Fund’s fiscal year.
For each Fund that acquired securities of its regular brokers or dealers (as defined in Rule 10b-1 under the 1940 Act) during the fiscal year, the following sets forth the dollar amount held as of August 31, 2016.
Fund   Regular Broker or Dealer
(or Parent) Issuer 		  Value of Securities
Owned (as of 8/31/16)
LGM Emerging Markets Equity   Citigroup   $ 4.3 million
TCH Intermediate Income Bond   Goldman Sachs   $ 2.0 million
    Barclays Bank PLC   $ 1.5 million
    Deutsche Bank AG   $ 0.5 million
TCH Corporate Income   Wells Fargo   $ 2.0 million
    Citigroup, Inc.   $ 2.0 million
    Deutsche Bank AG   $ 1.2 million
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Fund   Regular Broker or Dealer
(or Parent) Issuer 		  Value of Securities
Owned (as of 8/31/16)
    Bank of America Corp.   $ 1.0 million
    Goldman Sachs   $ 1.0 million
TCH Core Plus Bond   Citigroup, Inc.   $ 6.0 million
    Goldman Sachs   $ 5.1 million
    Wells Fargo   $ 5.0 million
    Deutsche Bank AG   $ 3.6 million
    JP Morgan Chase & Co.   $ 3.5 million
Short-Term Income   Goldman Sachs   $ 3.5 million
    Morgan Stanley   $ 3.5 million
    Bank of America Corp.   $ 3.0 million
    PNC Bank   $ 2.5 million
    Toronto Dominion   $ 1.5 million
    Wells Fargo   $ 1.4 million
    JP Morgan Chase & Co   $ 1.2 million
    Citigroup, Inc.   $ 1.0 million
Prime Money Market   Toronto Dominion   $42.0 million
    HSBC   $31.8 million
    Wells Fargo   $26.8 million
    State Street Bank & Trust Co.   $20.0 million
    JP Morgan Chase & Co   $10.0 million
Institutional NAV Prime Money Market   Credit Suisse AG   $12.5 million
    HSBC   $ 11.7 million
    State Street Bank & Trust Co.   $11.1 million
    Wells Fargo   $11.0 million
    Toronto Dominion   $ 5.5 million
Information About the Funds’ Service Providers
Code of Ethics Restrictions on Personal Trading
As required by SEC rules, the Funds, the Adviser, each Sub-Adviser and the Distributor have adopted codes of ethics. These codes govern securities trading activities of investment personnel, Fund directors, and certain other employees (Access Persons). Although the codes permit Access Persons to trade in securities, including those that the Funds could buy, they also contain significant safeguards designed to protect the Funds and their shareholders from abuses in this area, such as requirements to obtain prior approval for, and to report, particular transactions.
Administrator and Shareholder Servicing Agent
The Adviser serves as the administrator to the Funds. As administrator, the Adviser is entitled to receive fees from each of the Equity, International and Global, Alternative, Fixed Income, Target Date, and Target Risk Funds at an annual rate of 0.15% of the ADNA of each of Class Y, Class I, Class A, and Class R3 shares.
The Adviser, as administrator, is entitled to receive fees from the Money Market Funds at the following annual rates based on the aggregate ADNA of the Money Market Funds combined:
Fee   Fund’s ADNA
0.040%
  on the first $2 billion
0.030%
  on the next $2 billion
0.025%
  on the next $2 billion
0.020%
  on the next $2 billion
0.010%
  on ADNA in excess of $8 billion
The aggregate fees paid by the Money Market Funds are allocated to each Fund based on its assets.
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For the fiscal periods noted below, BMO Harris Bank or the Adviser, as applicable, was paid (net of waivers) the following fees for services as administrator.
    For the fiscal year ended August 31
Fund   2016   2015   2014
Low Volatility Equity
  $ 160,067   $ 73,127 (1)   $ 44,547
Dividend Income
  $ 172,781   $ 134,414 (1)   $ 99,566
Large-Cap Value
  $ 411,851   $ 288,680 (1)   $ 209,339
Large-Cap Growth
  $ 334,758   $ 286,167 (1)   $ 199,073
Mid-Cap Value
  $ 375,901   $ 480,105   $ 348,001
Mid-Cap Growth
  $ 257,141   $ 379,506   $ 281,853
Small-Cap Value
  $ 130,957   $ 127,861   $ 74,493
Small-Cap Core
  $ 12,452   $ 5,966   $ 2,872 (2)
Small-Cap Growth
  $ 731,255   $ 736,086 (1)   $ 647,014
Global Low Volatility Equity
  $ 51,025   $ 4,643 (1)   $ 1,259 (3)
Disciplined International Equity
  $ 95,774 (4)   N/A   N/A
Pyrford International Stock
  $ 981,827   $ 731,792   $ 316,135
LGM Emerging Markets Equity
  $ 217,371   $ 181,977 (1)   $ 141,171
TCH Emerging Markets Bond
  $ 11,529   $ 8,434 (1)   $ 6,264 (3)
Alternative Strategies
  $ 137,705   $ 37,178 (5)   N/A
Global Long/Short Equity
  $ 4,812 (4)   N/A   N/A
Ultra Short Tax-Free
  $ 973,215   $ 770,197 (1)   $ 589,320
Short Tax-Free
  $ 253,808   $ 137,979 (1)   $ 70,097
Short-Term Income
  $ 490,411   $ 274,144 (1)   $ 221,718
Intermediate Tax-Free
  $2,689,389   $ 1,227,913 (1)   $ 708,198
Strategic Income
  $ 170,351   $ 132,179 (1)   $ 140,600
TCH Intermediate Income
  $ 130,582   $ 142,803 (1)   $ 128,635
TCH Corporate Income
  $ 342,471   $ 301,322 (1)   $ 136,068
TCH Core Plus Bond
  $1,497,174   $ 924,674 (1)   $ 650,528
High Yield Bond
  $ 111,227   $ 79,883 (1)   $ 91,585
Government Money Market
  $ 245,987   $ 207,138   $ 191,603
Tax-Free Money Market
  $ 218,781   $ 214,148   $ 257,276
Prime Money Market
  $1,137,666   $ 1,188,579   $1,166,780
Institutional Prime Money Market
  $ 34,726 (6)   N/A   N/A
In-Retirement
  $ 8,764   $ 15,183   $ 18,223
Target Retirement 2015
  $ 1,261   $ 1,026   $ 136 (2)
Target Retirement 2020
  $ 53,853   $ 83,216   $ 81,839
Target Retirement 2025
  $ 4,175   $ 2,656   $ 76 (2)
Target Retirement 2030
  $ 51,240   $ 81,292   $ 83,437
Target Retirement 2035
  $ 2,141   $ 1,675   $ 118 (2)
Target Retirement 2040
  $ 31,407   $ 48,511   $ 48,803
Target Retirement 2045
  $ 2,507   $ 1,677   $ 59 (2)
Target Retirement 2050
  $ 24,777   $ 32,363   $ 29,850
Target Retirement 2055
  $ 2,070   $ 1,387   $ 117 (2)
Conservative Allocation
  $ 85,191   $ 97,249   $ 25,117 (7)
Moderate Allocation
  $ 74,076   $ 91,867   $ 23,460 (7)
Balanced Allocation
  $ 375,450   $ 447,192   $ 115,522 (7)
Growth Allocation
  $ 113,166   $ 137,991   $ 36,020 (7)
Aggressive Allocation
  $ 175,165   $ 206,966   $ 39,468 (7)
(1) The fees paid in 2015 include fees based on the prior administrative fee rate which was changed effective June 1, 2015.
(2) The fees paid in 2014 by Small-Cap Core, Target Retirement 2015, Target Retirement 2025, Target Retirement 2035, Target Retirement 2045, and Target Retirement 2055 are for the period from December 27, 2013, each Fund’s inception date, to August 31, 2014, the end of each Fund’s fiscal year.
(3) The fees paid in 2014 by Global Low Volatility Equity and TCH Emerging Markets Bond are for the period from September 30, 2013, each Fund’s inception date, to August 31, 2014, the end of each Fund’s fiscal year.
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(4) The fees paid in 2016 by Disciplined International Equity and Global Long/Short Equity are for the period from September 17, 2015, each Fund’s inception date, to August 31, 2016, the end of each Fund’s fiscal year.
(5) The fees paid in 2015 by Alternative Strategies are for the period from December 16, 2014, the Fund’s inception date, to August 31, 2015, the end of the Fund’s fiscal year.
(6) The fees paid in 2016 by Institutional Prime Money Market are for the period from June 3, 2016, the Fund’s inception date, to August 31, 2016, the end of the Fund’s fiscal year.
(7) The fees paid in 2014 by the Conservative Allocation, Moderate Allocation, Balanced Allocation, Growth Allocation, and Aggressive Allocation are for the period from May 30, 2014, each Fund’s inception date, to August 31, 2014, the end of each Fund’s fiscal year.
The administrator may choose voluntarily to reimburse a portion of its fee at any time.
The functions performed by the administrator include, but are not limited, to the following:
• preparation, filing, and maintenance of the Corporation’s governing documents, minutes of Board meetings, and shareholder meetings;
• preparation and filing with the SEC and state regulatory authorities, the Corporation’s registration statement and all amendments, and any other documents required for the Funds to make a continuous offering of their shares;
• preparation, negotiation, and administration of contracts on behalf of a Fund;
• supervision of the preparation of financial reports;
• preparation and filing of federal and state tax returns;
• assistance with the design, development, and operation of a Fund; and
• provision of advice to the Funds and the Board.
The Adviser also serves as the shareholder servicing agent to the Funds. The services provided by the Adviser and the fees received for these services are described under “How are Fund Shares Sold? — Shareholder Services (Class Y Shares Only).”
Sub-Administrator
UMBFS is the Funds’ sub-administrator pursuant to the Sub-Administration Agreement with the administrator. Under the Sub-Administration Agreement, the functions performed by UMBFS include and relate to, but are not limited to, the following:
• review and filing with the SEC and state regulatory authorities of the Corporation’s registration statement and all amendments, and any other documents required for the Funds to make a continuous offering of their shares;
• drafting and reviewing of the Funds’ annual and semi-annual reports;
• various services relating to the shareholder and Board meetings, such as preparing and obtaining executed authorized signatures and drafting of proxy materials;
• obtaining CUSIPs, NASDAQ symbols, and IRS tax identification numbers;
• coordination and facilitation of external audits by the Corporation’s independent auditors and regulatory examinations of the Corporation;
• assistance with reporting of performance for the Funds; and
• preparation of the Corporation’s tax returns.
For its services, UMBFS is entitled to receive from the administrator with respect to each of the Funds (other than the Money Market Funds), in addition to a monthly multi-class fee of $200 per class and out-of-pocket expenses, fees at the following annual rates as a percentage of the Fund’s ADNA:
ADNA   Fee (Domestic
Funds) 		  Fee (International
Funds)
Up to $200 million
 
0.0090%
 
0.0300%
Next $200 million
 
0.0085
 
0.0250
Next $200 million
 
0.0075
 
0.0200
Next $200 million
 
0.0065
 
0.0175
Next $200 million
 
0.0055
 
0.0150
Next $200 million
 
0.0045
 
0.0125
Over $1.2 billion
 
0.0035
 
0.0100
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With respect to the Money Market Funds, UMBFS receives from the administrator, in addition to a monthly multi-class fee of $200 per class and out-of-pocket expenses, fees at the following annual rate as a percentage of the Fund’s ADNA:
ADNA   Fee
Up to $250 million
  0.0055%
Next $250 million
  0.0050
Next $250 million
  0.0045
Next $1.75 billion
  0.0030
Next $2.5 billion
  0.0025
Next $2.5 billion
  0.0020
Over $7.5 billion
  0.0015
For the fiscal years ended August 31, 2016, 2015, and 2014, BMO Harris Bank as administrator paid UMBFS $1,374,952, $1,375,435, and $1,072,342, respectively, under the Sub-Administration Agreement.
Securities Lending
Certain of the Funds engage in securities lending and pay a portion of the net revenue earned on securities lending activities to a securities lending agent. The following Funds paid the amounts listed to BMO Harris Bank for its services as securities lending agent for the fiscal year ended August 31, 2016.
Fund   Securities Lending
Fees Paid
Low Volatility Equity
 
$21,737
Dividend Income
 
$23,782
Large-Cap Value
 
$56,074
Large-Cap Growth
 
$38,657
Mid-Cap Value
 
$46,544
Mid-Cap Growth
 
$36,883
Small-Cap Value
 
$17,426
Small-Cap Core
 
$3,131
Small-Cap Growth
 
$364,980
Short-Term Income
 
$20,673
TCH Intermediate Income
 
$10,917
TCH Corporate Income
 
$24,937
TCH Core Plus Bond
 
$74,002
The following Funds paid the amounts listed to State Street Bank & Trust Company for its services as securities lending agent for the fiscal year ended August 31, 2016.
Fund   Securities Lending
Fees Paid
Global Long/Short Equity
 
$363
Global Low Volatility
 
$6,984
Disciplined International Equity
 
$8,839
Pyrford International Stock
 
$99,577
LGM Emerging Markets Equity
 
$6,531
TCH Emerging Markets Bond
 
$1,287
Payments to Financial Intermediaries
The Adviser, BMO Harris Bank, BMO Harris Financial Advisors, Inc., BID, and/or their affiliates may make additional payments (which are often referred to as “revenue sharing” payments), out of their own assets and not as an additional charge to each Fund, to financial intermediaries, including their affiliates, from their past profits and other available sources, including profits from their relationships with the Funds. Revenue sharing payments are a form of compensation paid to a financial intermediary in addition to the sales charges paid by fund shareholders or Rule 12b-1 Plan fees paid by the Funds.
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These payments are intended, among other things, to foster the sale of Fund shares and/or to compensate financial services firms for assisting in marketing or promotional activities in connection with the sale of Fund shares. Such payments may be for services provided to clients who hold Fund shares, for introducing new shareholders to the Funds, or for other services. In exchange for revenue sharing payments, the Adviser, BMO Harris Bank, BMO Harris Financial Advisors, Inc., BID, and/or their affiliates generally expect to receive the opportunity for the Funds to be sold through the financial intermediaries’ sales forces or to have access to third-party platforms or other marketing programs, including but not limited to mutual fund “supermarket” platforms or other sales programs. To the extent that financial intermediaries receiving revenue sharing payments sell more shares of the Funds, the Adviser, BMO Harris Bank, BMO Harris Financial Advisors, Inc., BID, and/or their affiliates benefit from the increase in Fund assets as a result of the fees they receive from the Funds.
The structure of these compensation arrangements, as well as the amounts paid under such arrangements, varies and may change from time to time. Payments generally range from 0.05% to 0.40%, however, the Adviser, BMO Harris Bank, BMO Harris Financial Advisors, Inc., BID, and/or their affiliates may pay flat fees on a one-time or irregular basis for the initial set-up of a Fund or Funds on a financial intermediary’s systems, participation or attendance at a financial intermediary’s meetings, or for other reasons. In addition, new compensation arrangements may be negotiated at any time. The compensation arrangements described in this section are not mutually exclusive, and a single financial intermediary may receive multiple types of compensation.
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, Inc.
American Portfolios Financial Services, Inc.
American United Life Insurance Co
Apex Clearing Corporation
Ascensus Financial Services, LLC
Ascensus Trust Company
Ausdal Financial Partners, Inc.
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.
Benefit Trust Company
Benjamin F. Edwards & Company, Inc.
Bernard Herold & Co Inc
BMO Harris Bank N.A.
BMO Harris Financial Advisors
Boston Financial Data Services, Inc.
Cadaret Grant & Co Inc
Cambridge Investment Research, Inc.
Capital Investment Brokerage, Inc.
Capital Investment Group, Inc.
Capital One Investing, LLC
Capital One Investment Services LLC
CAPTRUST Financial Advisors, LLC
Cetera Advisor Networks, LLC
Cetera Advisors, LLC
Cetera Financial Specialists LLC
Cetera Investment Services LLC
Charles Schwab & Co Inc.
Chase Investment Services Corp.
Citigroup Global Markets Inc.
Columbia Management Investment Advisers, LLC
Comerica Bank
Community Bank c/o Hand Benefits & Trust Co.
Concorde Investment Services LLC
COR Clearing LLC
Credit-Suisse Securities USA LLC
CRI Securities, LLC
Cuso Financial Services Lp
D.A. Davidson & Co.
Duncan-Williams, Inc.
Edward D. Jones & Co. LP
Etrade Clearing LLC
First Allied Securities Inc
First Clearing, LLC
First National Bank & Trust - Ardmore
First National Bank of Omaha
First Republic Securities Co LLC
First Southwest Company
Foothill Securities, Inc.
Girard Securities Inc
GWFS Equities Inc
GWN Securities, Inc.
H. C. Denison Co.
Hand Securities Inc.
Harbour Investments, Inc.
Invest Financial Corporation
Investment Centers of America, Inc.
Investment Professionals, Inc.
Investors Capital Corp.
J.J.B. Hilliard, W.L. Lyons, LLC
J.P. Morgan Retirement Plan Services LLC
John Hancock Trust Company
JPMorgan Chase Bank, N.A. (JPM Private Bank)
KMS Financial Services Inc
Kovack Securities Inc.
Legend Equities Corporation
 
 
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Lincoln Financial Advisors Corp.
Lincoln Financial Securities Corp.
Lincoln Investment Planning
Lincoln Retirement Services Company
LPL Financial LLC
Maplewood Investment Advisors, Inc.
Massachusetts Mutual Life Insurance Company
MassMutual Retirement Services
Merrill, Lynch, Pierce, Fenner & Smith Incorporated
Mesirow Financial Inc
Mid Atlantic Capital Corp.
MML Distributors, LLC
Money Concepts Capital Corp
Morgan Stanley Smith Barney LLC
MSCS Financial Services Division of Broadridge Business
Process Outsourcing LLC
MSI Financial Services, Inc.
National Financial Services LLC
National Planning Corporation
Newbridge Securities Corporation
Northwestern Mutual Investment Services LLC
OneAmerica Securities, Inc.
Park Avenue Securities LLC
People's Securities, Inc.
Pershing Advisor Solutions LLC
Pershing LLC
PNC Capital Markets LLC
Princor Financial Services Corp
Proequities Inc
Prudential Investments LLC
Questar Capital Corporation
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
Securities America Inc
SEI Private Trust Co.
SII Investments, Inc.
Standard Insurance Company
Sterne Agee & Leach Inc
Stifel Nicolaus & Co., Inc.
Stockcross Financial Services
Summit Brokerage Services, Inc.
SunGard Brokerage & Securities Services LLC
T. Rowe Price Investment Services, Inc.
TD Ameritrade Clearing
TD Ameritrade Inc.
TD Ameritrade Trust Co.
Teachers Insurance and Annuity Association of America
The O.N. Equity Company
TIAA-CREF Individual and Institutional Services LLC
TRADE-PMR Inc.
Trust Company Of America
U.S. Bancorp Investments Inc
U.S. Bank N.A.
UBS Financial Services Inc.
UMB Bank N.A.
Union First Market Bank
United Planners Financial Services of America
USAA Investment Management Co
Valic Financial Advisors, Inc.
Valic Retirement Services Company
Vanguard Group, Inc.
Vanguard Marketing Corporation
VOYA Retirement Insurance and Annuity Company
VSR Financial Services Inc
Wells Fargo Advisors Financial Network, LLC
Wells Fargo Advisors, LLC
Wells Fargo Bank, N.A.
Wells Fargo Securities, LLC
Westport Resources Investment Services, Inc.
Wilmington Trust Retirement and Institutional Services
Company
Winslow, Evans & Crocker, Inc.
Xerox HR Solutions, LLC
York Securities
Transfer Agent and Dividend Disbursing Agent
Boston Financial Data Services, Inc., 2000 Crown Colony Drive, Quincy, Massachusetts, maintains all necessary shareholder records. For its services, the transfer agent receives a fee based on the size, type, and number of accounts and transactions made by shareholders. The fee is based on the level of the Funds’ average net assets for the period plus out-of-pocket expenses.
Each Fund may pay amounts to third parties, such as banks, broker-dealers, or affiliated entities, including BMO Harris Bank, that provide recordkeeping services, shareholder servicing, and/or other administrative services to the Funds.
Fund Accountants
UMBFS, 285 West Galena Street, Milwaukee, Wisconsin, provides fund accounting services to the Funds, except the International and Global and Alternative Funds .
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State Street Bank & Trust Company, 200 Clarendon Street, Boston, Massachusetts, provides fund accounting services to the International and Global and Alternative Funds .
For their services, UMBFS and State Street Bank & Trust Company receive a fee based on net assets of the Funds.
Custodians
BMO Harris Bank, 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin, an indirect wholly-owned subsidiary of BMO Corp., is a custodian for the securities and cash of the Funds, except the International and Global Funds and the Alternative Funds . For its services as custodian, BMO Harris Bank receives an annual fee, payable monthly, based on a percentage of a Fund’s average aggregate daily net assets.
State Street Bank & Trust Company, 1 Iron Street, Boston, Massachusetts, is a custodian for the securities and cash of the International and Global Funds and the Alternative Funds . State Street Bank & Trust Company also maintains certain books and records of the Alternative Strategies Fund that are required by applicable federal regulations.
Independent Registered Public Accounting Firm
The independent registered public accounting firm for the Funds, KPMG LLP, 833 East Michigan Street, Milwaukee, WI 53202, conducts its audits in accordance with the standards of the Public Company Accounting Oversight Board (United States), which require it to plan and perform its audits to provide reasonable assurance about whether the Funds’ financial statements and financial highlights are free of material misstatements.
Please refer to Appendix B for a consolidated list of mailing addresses for the Funds and their service providers.
Performance
From time to time, when available, the yield and total return of the Class Y, Class I, Class A, Class R3, Class R6, Class F3, and/or Premier Class shares of a Fund may be quoted in advertisements, shareholder reports or other communications to shareholders. Performance information is generally available by calling the Funds (toll free) at 1-800-236-FUND (3863).
Financial Statements
The audited financial statements for the Funds’ fiscal year ended August 31, 2016 are incorporated herein by reference from the Funds’ Annual Report dated August 31, 2016 (File Nos. 33-48907 and 811-58433). A copy of the Annual Report for a Fund may be obtained without charge by contacting BMO Funds U.S. Services at the address located on the back cover of the SAI or by calling BMO Funds U.S. Services at 1-414-287-8555 or 1-800-236-FUND (3863).
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.
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Appendix A — Ratings Definitions
Standard & Poor’s Issue Credit Rating Definitions
A Standard & Poor’s issue credit rating is a forward-looking opinion about the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The opinion reflects Standard & Poor’s view of the obligor’s capacity and willingness to meet its financial commitments as they come due, and may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default.
Issue credit ratings can be either long term or short term. Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days — including commercial paper. Short-term ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. Medium-term notes are assigned long-term ratings.
Short-Term Issue Credit Ratings
A-1
A short-term obligation rated ‘A-1’ is rated in the highest category by Standard & Poor’s. The obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.
A-2
A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory.
A-3
A short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
B
A short-term obligation rated ‘B’ is regarded as 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 obligor’s 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.
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 & Poor’s 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 obligation’s rating is lowered to ‘D’ if it is subject to a distressed exchange offer.
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SPUR (Standard & Poor’s 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 & Poor’s 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 & Poor’s and its affiliates (together Standard & Poor’s) are statements of opinion as of the date they are expressed and not statements of fact or recommendations to purchase, hold, or sell any securities or make any investment decisions. Standard & Poor’s assumes no obligation to update any information following publication. Users of ratings or other analyses should not rely on them in making any investment decision. Standard &Poor’s opinions and analyses do not address the suitability of any security. Standard & Poor’s does not act as a fiduciary or an investment advisor except where registered as such. While Standard & Poor’s has obtained information from sources it believes to be reliable, Standard & Poor’s does not perform an audit and undertakes no duty of due diligence or independent verification of any information it receives. Ratings and other opinions may be changed, suspended, or withdrawn at any time.
Active Qualifiers (Currently applied and/or outstanding)
Standard & Poor’s assigns qualifiers to ratings when appropriate. This section details active qualifiers.
Standard & Poor’s 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.
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 issuer’s published financial information, as well as additional information in the public domain. They do not, however, reflect in-depth meetings with an issuer’s management and therefore may be based on less comprehensive information than ratings without a ‘pi’ suffix. Ratings with a ‘pi’ suffix are reviewed annually based on a new year’s financial statements, but may be reviewed on an interim basis if a major event occurs that may affect the issuer’s credit quality.
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 & Poor’s of appropriate documentation. Standard & Poor’s reserves the right not to issue a final rating. Moreover, if a final rating is issued, it may differ from the preliminary rating.
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• Preliminary ratings may be assigned to obligations, most commonly structured and project finance issues, pending receipt of final documentation and legal opinions.
• Preliminary ratings are assigned to Rule 415 Shelf Registrations. As specific issues, with defined terms, are offered from the master registration, a final rating may be assigned to them in accordance with Standard & Poor’s policies
• Preliminary ratings may be assigned to obligations that will likely be issued upon the obligor’s emergence from bankruptcy or similar reorganization, based on late-stage reorganization plans, documentation and discussions with the obligor. Preliminary ratings may also be assigned to the obligors. These ratings consider the anticipated general credit quality of the reorganized or post-bankruptcy issuer as well as attributes of the anticipated obligation(s).
• Preliminary ratings may be assigned to entities that are being formed or that are in the process of being independently established when, in Standard & Poor’s opinion, documentation is close to final. Preliminary ratings may also be assigned to 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 & Poor’s would likely withdraw these preliminary ratings.
• A preliminary recovery rating may be assigned to an obligation that has a preliminary issue credit rating.
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 & Poor’s 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 issuer’s 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 fund’s 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.
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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 & Poor’s discontinued the use of the ‘r’ modifier for most obligations in June 2000 and for the balance of obligations (mainly structured finance transactions) in November 2002.
Active Identifiers
1. Unsolicited: ‘unsolicited’ and ‘u’ identifier
The ‘u’ identifier and ‘unsolicited’ designation are unsolicited credit ratings assigned at the initiative of Standard & Poor’s and not at the request of the issuer or its agents.
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 & Poor’s believes it appropriate. The addition of the ‘sf’ identifier to a rating does not change that rating’s definition or our opinion about the issue’s creditworthiness.
Local Currency and Foreign Currency Ratings
Standard & Poor’s issuer credit ratings make a distinction between foreign currency ratings and local currency ratings. An issuer’s 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.
Moody’s Credit Rating Definitions
Purpose
The system of rating securities was originated by John Moody in 1909. The purpose of Moody’s ratings is to provide investors with a simple system of gradation by which 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
Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa.
Absence of a Rating
Where no rating has been assigned or where a rating has been withdrawn, it may be for reasons unrelated to the creditworthiness of the issue.
Should no rating be assigned, the reason may be one of the following:
1. An application was not received or accepted.
2. The issue or issuer belongs to a group of securities or entities that are not rated as a matter of policy.
3. There is a lack of essential data pertaining to the issue or issuer.
4. The issue was privately placed, in which case the rating is not published in Moody’s publications.
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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.
Changes in Rating
The credit quality of most issuers and their obligations is not fixed and steady over a period of time, but tends to undergo change. For this reason changes in ratings occur so as to reflect variations in the intrinsic relative position of issuers and their obligations.
A change in rating may thus occur at any time in the case of an individual issue. Such rating change should serve notice that Moody’s observes some alteration in creditworthiness, or that the previous rating did not fully reflect the quality of the bond as now seen. While because of their very nature, changes are to be expected more frequently among bonds of lower ratings than among bonds of higher ratings. Nevertheless, the user of bond ratings should keep close and constant check on all ratings — both high and low — to be able to note promptly any signs of change in status that may occur.
Limitations to Uses of Ratings*
Obligations carrying the same rating are not claimed to be of absolutely equal credit quality. In a broad sense, they are alike in position, but since there are a limited number of rating classes used in grading thousands of bonds, the symbols cannot reflect the same shadings of risk which actually exist.
As ratings are designed exclusively for the purpose of grading obligations according to their credit quality, they should not be used alone as a basis for investment operations. For example, they have no value in forecasting the direction of future trends of market price. Market price movements in bonds are influenced not only by the credit quality of individual issues but also by changes in money rates and general economic trends, as well as by the length of maturity, etc. During its life even the highest rated bond may have wide price movements, while its high rating status remains unchanged.
The matter of market price has no bearing whatsoever on the determination of ratings, which are not to be construed as recommendations with respect to “attractiveness.” The attractiveness of a given bond may depend on its yield, its maturity date or other factors for which the investor may search, as well as on its credit quality, the only characteristic to which the rating refers.
Since ratings involve judgments about the future, on the one hand, and since they are used by investors as a means of protection, on the other, the effort is made when assigning ratings to look at “worst” possibilities in the “visible” future, rather than solely at the past record and the status of the present. Therefore, investors using the rating should not expect to find in them a reflection of statistical factors alone, since they are an appraisal of long-term risks, including the recognition of many non-statistical factors.
Though ratings may be used by the banking authorities to classify bonds in their bank examination procedure, Moody’s ratings are not made with these bank regulations in mind. Moody’s Investors Service’s own judgment as to the desirability or non-desirability of a bond for bank investment purposes is not indicated by Moody’s ratings.
Moody’s ratings represent the opinion of Moody’s Investors Service as to the relative creditworthiness of securities. As such, they should be used in conjunction with the descriptions and statistics appearing in Moody’s publications. Reference should be made to these statements for information regarding the issuer. Moody’s ratings are not commercial credit ratings. In no case is default or receivership to be imputed unless expressly stated.
* As set forth more fully on the copyright, credit ratings are, and must be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, sell or hold any securities. Each rating or other opinion must be weighed solely as one factor in any investment decision made by or on behalf of any user of the information, and each such user must accordingly make its own study and evaluation of each security and of each issuer and guarantor of, and each provider of credit support for, each security that it may consider purchasing, selling or holding.
Short-Term Obligation Ratings
Moody’s 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 and the expected financial loss suffered in the event of default.
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Moody’s employs the following designations to indicate the relative repayment ability of rated issuers:
P-1
Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
P-2
Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
P-3
Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.
NP
Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
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
Fitch’s National Credit Ratings
For those countries in which foreign and local currency sovereign ratings are below ‘AAA’, and where there is demand for such ratings, Fitch Ratings will provide National Ratings. It is important to note that each National Rating scale is unique and is defined to serve the needs of the local market in question.
The National Rating scale provides a relative measure of creditworthiness for rated entities only within the country concerned. Under this rating scale, a ‘AAA’ Long-Term National Rating will be assigned to the lowest relative risk within that country, which, in most but not all cases, will be the sovereign state.
The National Rating scale merely ranks the degree of perceived risk relative to the lowest default risk in that same country. Like local currency ratings, National Ratings exclude the effects of sovereign and transfer risk and exclude the possibility that investors may be unable to repatriate any due interest and principal repayments. It is not related to the rating scale of any other national market. Comparisons between different national scales or between an individual national scale and the international rating scale are therefore inappropriate and potentially misleading. Consequently they are identified by the addition of a special identifier for the country concerned, such as ‘AAA(arg)’ for National Ratings in Argentina.
In certain countries, regulators have established credit rating scales, to be used within their domestic markets, using specific nomenclature. In these countries, the agency’s National Rating definitions may be substituted by the regulatory scales. For instance,
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Fitch’s 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 Fitch’s 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.
The above list is not exhaustive, and is provided for the reader’s convenience. Readers are requested to review the section Understanding Credit Ratings — Limitations and Usage for further information on the limitations of the agency’s 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 agency’s National Rating scale, this rating is assigned to the lowest default risk relative to others in the same country. Where the liquidity profile is particularly strong, a “+” is added to the assigned rating.
F2(xxx)
Indicates a good capacity for timely payment of financial commitments relative to other issuers or obligations in the same country. However, the margin of safety is not as great as in the case of the higher ratings.
F3(xxx)
Indicates an adequate capacity for timely payment of financial commitments relative to other issuers or obligations in the same country. However, such capacity is more susceptible to near-term adverse changes than for financial commitments in higher rated categories.
B(xxx)
Indicates an uncertain capacity for timely payment of financial commitments relative to other issuers or obligations in the same country. Such capacity is highly susceptible to near-term adverse changes in financial and economic conditions.
C(xxx)
Indicates a highly uncertain capacity for timely payment of financial commitments relative to other issuers or obligations in the same country. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment.
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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).’
Long-Term Ratings
Standard & Poor’s Long-Term Issue Credit Ratings
Issue credit ratings are based, in varying degrees, on Standard & Poor’s analysis of the following considerations:
• Likelihood of payment — capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation;
• Nature of and provisions of the obligation 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 & Poor’s. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.
AA
An obligation rated ‘AA’ differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong.
A
An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong.
BBB
An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
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BB; B; CCC; CC; and C
Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as having significant speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
BB
An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.
B
An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.
CCC
An obligation rated ‘CCC’ is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC
An obligation rated ‘CC’ is currently highly vulnerable to nonpayment. The ‘CC’ rating is used when a default has not yet occurred, but Standard & Poor’s 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 & Poor’s 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 obligation’s 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 & Poor’s 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 & Poor’s Short-Term Issue Credit Ratings beginning on page A-3.
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Moody’s Long-Term Obligation Ratings
Long-Term Obligation Ratings
Moody’s 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.
Moody’s 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: Moody’s 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 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.
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Fitch’s National Long-Term Credit Ratings
AAA(xxx)
‘AAA’ National Ratings denote the highest rating assigned by the agency in its National Rating scale for that country. This rating is assigned to issuers or obligations with the lowest expectation of default risk relative to all other issuers or obligations in the same country.
AA(xxx)
‘AA’ National Ratings denote expectations of very low default risk relative to other issuers or obligations in the same country. The default risk inherent differs only slightly from that of the country’s highest rated issuers or obligations.
A(xxx)
‘A’ National Ratings denote expectations of low default risk relative to other issuers or obligations in the same country. However, changes in circumstances or economic conditions may affect the capacity for timely repayment to a greater degree than is the case for financial commitments denoted by a higher rated category.
BBB(xxx)
‘BBB’ National Ratings denote a moderate default risk relative to other issuers or obligations in the same country. However, changes in circumstances or economic conditions are more likely to affect the capacity for timely repayment than is the case for financial commitments denoted by a higher rated category.
BB(xxx)
‘BB’ National Ratings denote an elevated default risk relative to other issuers or obligations in the same country. Within the context of the country, payment is uncertain to some degree and capacity for timely repayment remains more vulnerable to adverse economic change over time.
B(xxx)
‘B’ National Ratings denote a significantly elevated default risk relative to other issuers or obligations in the same country. Financial commitments are currently being met but a limited margin of safety remains and capacity for continued timely payments is contingent upon a sustained, favorable business and economic environment. For individual obligations, may indicate distressed or defaulted obligations with potential for extremely high recoveries.
CCC(xxx)
‘CCC’ National Ratings denote that default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic conditions.
CC(xxx)
‘CC’ National Ratings denote that default of some kind appears probable.
C(xxx)
‘C’ National Ratings denote that default is imminent.
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:
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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).’
Municipal Note Ratings
Standard & Poor’s Municipal Short-Term Note Ratings Definitions
A Standard & Poor’s U.S. municipal note rating reflects Standard & Poor’s opinion about the liquidity factors and market access risks unique to the notes. Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more than three years will most likely receive a long-term debt rating. In determining which type of rating, if any, to assign, Standard & Poor’s analysis will review the following considerations:
• Amortization schedule — the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and
• Source of payment — the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.
Note rating symbols are as follows:
SP-1
Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.
SP-2
Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.
SP-3
Speculative capacity to pay principal and interest.
See active and inactive qualifiers following Standard & Poor’s Short-Term Issue Credit Ratings beginning on page A-3.
Moody’s 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
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enhancing bank or financial institution and not to the municipality’s 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 issuer’s long-term rating is only one consideration in assigning the MIG rating. MIG ratings are divided into three levels — MIG 1 through MIG 3 — while speculative grade short-term obligations are designated SG.
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 Moody’s evaluation of risk associated with scheduled principal and interest payments. The second element represents Moody’s 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 issuer’s 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.
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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.
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
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Appendix B — Addresses
The Funds:
111 East Kilbourn Avenue, Suite 200
Milwaukee, Wisconsin 53202
Distributor:
BMO Investment Distributors, LLC
115 South LaSalle Street
Chicago, Illinois 60603
Adviser, Administrator, and Shareholder Servicing Agent:
BMO Asset Management Corp.
115 South LaSalle Street
Chicago, Illinois 60603
Sub-Adviser to Pyrford International Stock:
Pyrford International Ltd.
79 Grosvenor Street
London
United Kingdom
Sub-Adviser to LGM Emerging Markets Equity:
LGM Investments Limited
95 Wigmore Street
London
United Kingdom
Sub-Adviser to TCH Emerging Markets Bond, TCH Intermediate Income, TCH Corporate Income, and TCH Core Plus Bond:
Taplin, Canida & Habacht, LLC
1001 Brickell Bay Drive, Suite 2100
Miami, Florida 33131
Sub-Advisers to Alternative Strategies Fund:
CTC myCFO, LLC
2200 Geng Road, Suite 100
Palo Alto, California 94303
Graham Capital Management, L.P.
40 Highland Avenue
Rowayton, Connecticut 06853
Capstone Investment Advisors, LLC
7 World Trade Center
250 Greenwich Street, 30th Floor
New York, New York 10007
Pine River Capital Management, L.P.
601 Carlson Parkway, Suite 330
Minnetonka, Minnesota 55305
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Cramer Rosenthal McGlynn, LLC
520 Madison Avenue, 20th Floor
New York, New York, 10022
Iridian Asset Management LLC
276 Post Road West
Westport, Connecticut 06880-4704
Sound Point Capital Management, L.P.
375 Park Avenue, 25th Floor
New York, New York 10152
Custodian
(except for Global Low Volatility Equity, Disciplined International Equity, Pyrford International Stock, LGM Emerging Markets Equity, TCH Emerging Markets Bond, Global Long/Short Equity, and Alternative Strategies):
BMO Harris Bank N.A.
111 East Kilbourn Avenue, Suite 200
Milwaukee, Wisconsin 53202
Custodian and Portfolio Accounting Services Agent to Global Low Volatility Equity, Disciplined International Equity, Pyrford International Stock, LGM Emerging Markets Equity, TCH Emerging Markets Bond, Global Long/Short Equity, and Alternative Strategies:
State Street Bank & Trust Company
1 Iron 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
Portfolio Accounting Services Agent
(except for Global Low Volatility Equity, Disciplined International Equity, Pyrford International Stock, LGM Emerging Markets Equity, TCH Emerging Markets Bond, Global Long/Short Equity, and Alternative Strategies):
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
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Independent Registered Public Accounting Firm:
KPMG LLP
833 East Michigan Street
Milwaukee, Wisconsin 53202
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Appendix C — Proxy Voting Procedures
I. CAPSTONE INVESTMENT ADVISORS, LLC
PROXY VOTING AND CLASS ACTIONS
Background
Rule 206(4)-6 under the Advisers Act requires each registered investment adviser that exercises proxy voting authority with respect to client securities to:
• Adopt and implement written policies and procedures reasonably designed to ensure that the adviser votes client securities in the clients’ best interests. Such policies and procedures must address the manner in which the adviser will resolve material conflicts of interest that can arise during the proxy voting process;
• Disclose to clients how they may obtain information from the adviser about how the adviser voted with respect to their securities; and
• Describe to clients the adviser’s proxy voting policies and procedures and, upon request, furnish a copy of the policies and procedures.
Additionally, paragraph (c)(2) of Rule 204-2 imposes additional recordkeeping requirements on investment advisers that execute proxy voting authority, as described in the Maintenance of Books and Records section of this Manual.
The Advisers Act lacks specific guidance regarding an adviser’s duty to direct clients’ participation in class actions. However, many investment advisers adopt policies and procedures regarding class actions.
Policies and Procedures
Proxy Voting
For certain of Capstone’s trading strategies, Capstone has determined that voting proxies does not create additional value for its clients. As a result, Capstone does not exercise its voting authority for every trading strategy and, therefore, may not vote proxies for clients employing those strategies. Capstone discloses to clients and investors its intention to abstain from voting the proxies for certain strategies in Form ADV Part 2.
For strategies where Capstone exercises its voting authority, when Capstone receives a proxy with respect to a security that the client will continue to hold and Capstone determines that the costs and expenses associated with voting do not outweigh the potential benefit to the client of voting, Capstone will seek to vote proxies in the best interest of the client. Absent specific client instructions, the Senior Portfolio Manager/Portfolio Manager responsible for the security shall determine whether and how Capstone will exercise its voting authority.
At times the same investment may be held by multiple portfolio managers managing different portions of the overall portfolio. This may occur for a multitude of reasons and may result from different perspectives or outlooks on the underlying investment. As such, proxy votes related to these overlapping investments may result in opposing votes in the same issue. Proxy votes are ultimately decided by the portfolio manager in accordance with his perspective on the issue and underlying investment. As such, if an investment is held by multiple portfolio managers for different reasons or with different outlooks, while rare, the portfolio manager with the larger positon’s view will prevail.
At times, Capstone may determine it is in its client’s best interest to abstain from exercising its proxy voting authority. The way Capstone exercises its proxy voting authority or the rationale for Capstone abstaining from exercising its proxy voting authority shall be documented by Compliance. Capstone’s StatArbe investment strategy trades a large universe of securities in their portfolio; it is not possible for them to provide rationales for voting or abstaining when they hold long positions. Therefore the Firm has provided the group with a general abstention from proxy voting. This has been documented in the ADV Part 2A.
Paragraph (c) (ii) of Rule 204-2 under the Advisers Act requires Capstone to maintain certain books and records associated with its proxy voting policies and procedures. Capstone’s recordkeeping obligations are described in the Maintenance of Books and Records
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section of this Manual. The CCO and/or his designee(s) is responsible for maintaining documentation associated with clients’ proxy voting.
Conflicts of Interest
From time to time, conflicts of interest may exist between Capstone and its clients and/or investors with respect to the voting of proxies. Where material conflicts of interest are identified, the relevant Senior Portfolio Manager/Portfolio Manager, CCO and other relevant persons will analyze the conflict of interest, discuss potential remedial solutions, and determine how such proxy will be voted. The CCO and/or his designee(s) is responsible for ensuring that the outcome of any such analysis is documented.
Class Actions
Capstone has engaged Financial Recovery Technologies (“FRT”) to identify eligibility; file claims and collect funds made available to the Capstone in securities class action settlements. Capstone client security holdings are matched against the FRT global database to determine if any funds are eligible to recover funds in a securities class action settlement based on the securities traded and time of trading activity. FRT handles all follow up from the claims administrator prior to case disbursement, including instances of deficiency and duplicate claim notices. Capstone generally does not serve as the lead plaintiff in class actions.
The CCO and/or his designee(s) receive quarterly status update reports with all outstanding claims awaiting payment.
The CCO and/or his designee(s) will be notified of any material conflict of interest associated with clients’ participation in class actions. The relevant Senior Portfolio Manager, CCO and/or his designee(s), and other relevant persons will evaluate any such conflicts and determine an appropriate course of action for Capstone. The CCO and/or his designee(s) is responsible for ensuring that the outcome of any such analysis is documented.
Disclosures to clients and Investors
Capstone includes a description of its policies and procedures regarding proxy voting in Part 2 of Form ADV, along with a statement that clients and investors can contact the CCO and/or his designee(s) to obtain a copy of these policies and procedures and information about how Capstone voted with respect to the client’s Securities.
Any request for information about proxy voting should be promptly forwarded to the CCO and/or his designee(s), who will handle any such requests.
II. CRAMER ROSENTHAL MCGLYNN, LLC
Proxy Voting Policy And Procedures
In most cases, CRM clients have delegated to the Firm the authority to vote proxies relating to equity securities on their behalf. In exercising its voting obligations, CRM is guided by general fiduciary principles. It must act prudently, solely in the interest of clients, and for the purpose of providing benefits to such clients. The CRM Compliance Committee (the “Compliance Committee”) has determined that these Policies and Procedures for Proxy Voting (these “Policies”) are reasonably designed to assure that CRM votes client proxies in the best interest of clients and to provide clients with information about how their proxies are voted. In addition, these Policies are designed to satisfy CRM’s obligations under Rule 206(4)-7 under the Advisers Act.
Proxy Voting Process
CRM’s policy seeks to monitor corporate actions, analyze proxy solicitation materials, and vote client proxies for stocks which are held in client accounts in a timely and appropriate manner. CRM will consider the factors that could affect the value of a Fund’s investment in its determination on a vote. CRM has identified certain significant contributors to shareholder value with respect to a number of common or routine matters that are often the subject of proxy solicitations for shareholder meetings. CRM’s proxy voting procedures address these considerations and establish a framework for its consideration of a vote that would be appropriate for a Fund. In particular, the proxy voting procedures outline principles and factors to be considered in the exercise of voting authority for proposals addressing many common or routine matters.
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The Voting Process
Review of Proxy Solicitation Materials/Independent Recommendations
CRM receives proxy materials through an independent third party, Institutional Shareholder Services (“ISS”). ISS provides analyses and voting recommendations based on empirical research measuring the impact of proxy issues on shareholder value. ISS’s voting recommendations cover three categories: (i) voting recommendations for social and environmental shareholder proposals; (ii) voting recommendations for “Taft-Hartley” accounts that are in the best long-term economic interest of plan participants and beneficiaries conforming to AFL-CIO voting guidelines; 1 and (iii) voting recommendations intended to generally maximize shareholder value.
In determining how to vote on a proxy issue, CRM will consider ISS analysis and recommendations, as well as the portfolio manager’s own knowledge of the company (including its management, operations, industry and the particular proxy issue) in rendering a decision, with the exception of separately-managed Taft-Hartley or accounts where the client specifically directs CRM to vote in a “socially responsible” manner; in these cases CRM would generally follow the particular ISS recommendations for that category.
ISS Standard Proxy Voting Guidelines Summary
The following is a summary of the ISS Standard Proxy Voting Guidelines (the “Guidelines), which form the substantive basis of CRM’s Policy on Proxy Voting. 2 As described above, CRM may diverge from the Guidelines and a related ISS recommendation on any particular proxy vote or in connection with any individual investment decision.
Auditors
Vote for proposals to ratify auditors, unless any of the following apply:
• An auditor has a financial interest in or association with the company, and is therefore not independent.
• Fees for non-audit services are excessive, or
• There is reason to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the company’s financial position.
Board of Directors
Voting on Director Nominees in Uncontested Elections
Votes on director nominees should be made on a case-by-case basis, examining: independence of the board and key board committees, attendance at board meetings, corporate governance provisions and takeover activity, long-term company performance, responsiveness to shareholder proposals, any egregious board actions, and any excessive non-audit fees or other potential auditor conflicts.
1 CRM receives an analysis intended to protect plan assets as required by the U.S. Department of Labor and the Employees Retirement Income Security Act of 1974 (“ERISA”).
2 The full ISS recommendations are outlined in the ISS Proxy Guidelines, which are available to CRM clients upon request.
Classification/Declassification of the Board
Vote against proposals to classify the board. Vote for proposals to repeal classified boards and to elect all directors annually.
Independent Chairman (Separate Chairman/CEO)
Vote on a case-by-case basis shareholder proposals requiring that the positions of chairman and CEO be held separately. Because some companies have governance structures in place that counterbalance a combined position, certain factors should be considered in determining whether
Updated May 2012 the proposal warrants support. These factors include the presence of a lead director, board and committee independence, governance guidelines, company performance, and annual review by outside directors of CRO pay.
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Majority of Independent Directors/Establishment of Committees
Vote for shareholder proposals asking that a majority or more of directors be independent unless the board composition already meets the proposed threshold by ISS’s definition of independence.
Vote for shareholder proposals asking that board audit, compensation, and/or nominating committees be composed exclusively of independent directors if they currently do not meet that standard.
Shareholder Rights
Shareholder Ability to Act by Written Consent
Vote against proposals to restrict or prohibit shareholder ability to take action by written consent.
Vote for proposals to allow or make shareholder action by written consent.
Shareholder Ability to Call Special Meeting
Vote against proposals to restrict or prohibit shareholder ability to call special meetings.
Vote for proposals that remove restrictions on the right of shareholder to act independently of management.
Supermajority Vote Requirements
Vote against proposals to require a supermajority shareholder vote.
Vote for proposals to lower supermajority vote requirements.
Cumulative Voting
Vote for proposals to eliminate cumulative voting.
Vote against proposals that require cumulative voting.
Confidential Voting
Vote for shareholder proposals requesting that corporations adopt confidential voting, use independent vote tabulators and use independent inspector of election, as long as the proposal includes a provision for proxy contents as follows: IN the case of a contested election, management should be permitted to request that the dissident group honor its confidential voting Updated May 2012 policy. If the dissidents agree, the policy remains in place. If the dissidents will not agree, the confidential voting policy is waived.
Vote for management proposals to adopt confidential voting.
Proxy Contests
Voting for Director Nominees in Contested Elections
Votes in a contested election of directors must be evaluated on a case-by-case basis, considering the factors that include the long-term financial performance, management’s track record, qualification of director nominees (both slates), and an evaluation of what each side is offering shareholders.
Reimbursing Proxy Solicitation Expenses
Vote case-by-case. Where ISS recommends in favor of the dissidents, ISS also recommends voting for reimbursing proxy solicitation expenses.
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Poison Pills
Vote for shareholder proposals that ask a company to submit its poison pill for shareholder ratification. Review on a case-by-case basis shareholder proposals to redeem a company’s poison pill and management proposals to ratify a poison pill.
Mergers and Corporate Restructurings
Vote case-by-case on mergers and corporate restructurings based on such features as the fairness opinion, pricing, strategic rationale, and the negotiating process.
Reincorporation Proposals
Proposals to change a company’s state of incorporation should be evaluated on a case-by-case basis, giving consideration to both financial and corporate governance concerns, including the reasons for reincorporating, a comparison of the governance provisions, and a comparison of the jurisdictional laws. Vote for reincorporation when the economic factors outweigh any neutral or negative governance changes.
Capital Structure
Common Stock Authorization
Votes on proposals to increase the number of shares of common stock authorized for issuance are determined on a case-by-case basis using a model developed by ISS. Vote against proposals at companies with dual-class capital structures to increase the number of authorized shares of the class of stock that has superior voting rights. Vote for proposals to approve increases beyond the Updated May 2012 allowable increase when a company’s shares are in danger of being de-listed or if a company’s ability to continue to operate as a going concern is uncertain.
Preferred Stock
Vote against proposals authorizing the creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution and other rights (“blank check” preferred stock). Vote for proposals to create “declawed” blank check preferred stock (stock that cannot be used as a takeover defense).
Management Compensation
Director Compensation
Votes on compensation plans for directors are determined on a case-by-case basis, using a proprietary, quantitative model developed by ISS.
Employee, Stock Purchase Plans
Votes on employee stock purchase plans should be determined on a case-by-case basis.
Shareholder Proposals regarding Executive and Director Pay
Generally, vote for shareholder proposals seeking additional disclosure of executive and director pay information, provided the information requested is relevant to shareholders’ needs, and would not put the company at a competitive disadvantage relative to its industry, and is not unduly burdensome to the company. Vote on a case-by-case basis for all other shareholder proposals regarding executive and director pay, taking into account company performance, pay level versus peers, pay level versus industry, and long term corporate outlook.
Advisory Vote on Say on Pay Frequency
Vote FOR annual advisory votes on compensation, which provide the most consistent and clear communication channel for shareholder concerns about companies’ executive pay programs.
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Management Proposals Seeking Approval to Re-price Options
Votes on management proposals seeking to re-price options are evaluated on a case-by-case basis giving consideration to: historic trading patterns rationale for re-pricing, value-for-value exchange, options vesting, term of the options, exercise price, and participation.
Employee Stock Purchase Plans
Votes on employee stock purchase plans should be determined on a case-by-case basis.
Shareholder Proposals on Compensation
Vote on a case-by-case basis for all other shareholder proposals regarding executive and director pay, taking into account company performance, pay level versus peers, pay level versus industry, and long-term corporate outlook.
Social and Environmental Issues
These issues cover a wide range of topics, including consumer and public safety, environment and energy, general corporate issues, labor standards and human rights, military business and workplace diversity. In general, vote case-by-case. While a wide variety of factors are considered, the primary focus is on how the proposal will enhance the economic value of the company.
Securities on Loan
Securities over which CRM has voting authority in certain accounts are subject to being lent to other parties, including securities in private investment partnerships, registered mutual funds and certain other accounts. CRM has no role in the lending process; securities lending decisions are made by the custodian with the consent of and on behalf of the client. As a general matter, when a security is on “loan” as of the record date, CRM has no authority to vote, and shall not vote, a proxy for the security.
Clients Who Vote Their Own Proxies
CRM clients may retain the authority to vote their own proxies in their discretion.
Conflicts and Potential Conflicts of Interest
CRM’s proxy voting procedures establish a protocol for voting of proxies in cases in which it may have a potential conflict of interest arising from, among other things, a direct business relationship or financial interest in a company soliciting proxies. When a conflict or potential conflict has been identified, CRM will generally vote the proxy as recommended by ISS, subject to a review by the CRM Compliance Committee indicating the nature of the potential conflict of interest and how the determination of such vote was achieved.
Disclosure
CRM, in its written brochure required under Rule 204-3 (the “Form ADV”) shall describe: (i) these Policies; (ii) how a client can obtain information from CRM on how it voted the client’s proxies; and (iii) how a client can obtain a copy of these Policies and/or the ISS Proxy Voting Guidelines.
Recordkeeping
CRM shall retain the following books and records in, as appropriate, electronic or hard copy form: (i) a copy of each proxy statement received regarding client securities (which may be kept by relying on obtaining copies through the EDGAR system maintained by the Securities and Exchange Commission), (ii) a record of each vote cast on behalf of clients, (iii) internal documents created that were material to the decision on how to vote any proxies or that memorialize the basis for such a decision, including any documentation relating to decisions to vote proxies other than in accordance with ISS recommendations, (iv) copies of written client requests for proxy voting records and of the Firm’s written responses to either a written or oral request for information on how the Firm voted proxies on behalf of the requesting client, and (v) with respect to votes cast for securities held in any registered investment company, records of CUSIP numbers.
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Records for the CRM Mutual Fund Trust shall be recorded and maintained by the Trust.
The above records shall be retained in an easily accessible place for a period of at least five (5) years from the end for the fiscal year during which the last entry was made on such record, the first two years in an appropriate office of CRM
III. GRAHAM CAPITAL MANAGEMENT, L.P.
Proxy Voting Policy and Procedures
Graham has selected and retained ISS Governance Services to assist in the proxy voting process. The CCO manages Graham’s relationship with ISS. The CCO ensures that ISS votes all proxies according to Graham’s general guidance, and retains all required documentation associated with proxy voting.
Graham has approved a list of proxy voting guidelines that ISS generally follows when recommending how to vote on particular proxies. The following guidelines reflect ISS’ general approach on certain key proxy proposals; however, these guidelines represent only a small number of proposals and the guidelines are much broader in scope and more detailed.
• Auditor Ratification . ISS generally recommends to vote FOR proposals to ratify auditors except where (i) the auditor has a financial interest or association with the company, (ii) there is reason to believe the auditor has rendered an opinion that is neither accurate nor indicative of the company’s financial position, (iii) poor accounting practices have been identified that rise to a serious level of concern or (iv) fees for non-audit services are excessive;
• Board of Directors . ISS generally recommends to vote FOR director nominees except where (i) the board lacks accountability coupled with sustained poor performance relative to peers, (ii) the board demonstrates a lack of responsiveness (e.g., in responding to shareholder proposals, takeover offers, issues that resulted in one or more directors receiving more than 50% withhold/against votes, etc.), (iii) there are defects in the composition of the board (e.g., unacceptable attendance at board and committee meetings, directors serve on excessive number of boards of other companies, etc.), and (iv) the board lacks sufficient controls or features to ensure its independence;
• Capital Structure Changes . ISS generally recommends to vote (i) FOR proposals to increase the number of shares where the primary purpose is to issue shares in connection with a transaction on the same ballot, (ii) AGAINST proposals to increase the number of shares of a class with superior voting rights, (iii) AGAINST proposals to increase the number of shares if a vote for a reverse stock split is on the same ballot, and (iv) AGAINST proposals to create a new class of common stock, except under certain conditions;
• Executive Compensation . ISS Generally recommends to vote (i) AGAINST advisory votes on executive compensation if there is a significant misalignment between CEO pay and company performance, the company maintains problematic pay practices or the board exhibits a significant level of poor communications and responsiveness to shareholders, (ii) AGAINST/WITHHOLD from the members of the compensation committee or full board as applicable where there is no management-say-on pay item on the ballot, and in other instances, and (iii) AGAINST an equity plan if there is a performance misalignment and the CEO’s pay is skewed towards non-performance based equity awards.
Portfolio Managers that wish to deviate from ISS’s proxy recommendations must provide the CCO with a written explanation of the reason for the deviation, as well as a representation that the employee and Graham are not conflicted in making the chosen voting decision.
Because Graham generally will vote proxies based upon the recommendations of ISS, there is little to no risk of a conflict of interest arising. However, in instances that might involve a conflict of interest between Graham and its Clients, such as where a portfolio manager wishes to deviate from ISS’s recommendation or such other instances as Graham may determine, the CCO, in conjunction with the compliance committee as appropriate, will review the relevant facts and determine whether or not a material conflict of interest may arise due to business, personal or family relationships of Graham, its owners, its employees or its affiliates, with persons having an interest in the outcome of the vote. If a material conflict exists, Graham will take steps to ensure that its voting decision is based on the best interests of the Client and is not a product of the conflict. Graham shall keep appropriate records demonstrating how such conflicts were resolved.
ISS will retain, on Graham’s behalf, the following information in connection with each proxy vote:
• The Issuer’s name;
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• The security ticker symbol or CUSIP, as applicable;
• The shareholder meeting date;
• The number of shares that Graham voted;
• A brief identification of the matter voted on;
• Whether the matter was proposed by the Issuer or a security holder;
• Whether Graham cast a vote;
• How Graham cast its vote (for the proposal, against the proposal, or abstain); and
• Whether Graham cast its vote with or against management.
With respect to each registered investment company for which Graham provides discretionary subadvisory services, Graham will provide each fund with a copy of Graham’s proxy voting policy. In addition, when requested, Graham will provide such funds with information concerning Graham’s proxy voting policy and voting results as required to enable such funds to file periodic proxy voting reports.
IV. IRIDIAN ASSET MANAGEMENT LLC
Summary Proxy Voting Policies
Iridian Asset Management LLC (“Iridian”) will vote proxies in all cases where it exercises voting authority over client securities. Iridian will vote proxies in a manner which it believes is in the best interests of clients and which will maximize shareholder value. The summary of Iridian’s proxy voting guidelines which follows seeks to set forth the general manner in which Iridian is likely to vote and should only be viewed as a guide. No set of guidelines can capture the entire universe of proxy issues which arise. Ultimately, all voting decisions are conducted on a case-by-case basis as each company’s unique set of circumstances distinguishes it from all others.
Iridian manages client assets in a variety of investment strategies and it may be the case that different strategies will choose to vote proxies differently. In unusual circumstances Iridian, within a particular investment strategy, may make different proxy voting decisions for different clients.
Summary of Voting Guidelines
Auditors
Iridian generally will vote FOR proposals to ratify auditors provided there are no conflicts of interest and there is a belief that the opinion will be fair.
Board of Directors
Electing directors is the most important stock ownership right that shareholders can exercise. Shareholders should seek to elect directors who represent their interests and will act in a manner which will maximize the value of their ownership interest and who can ultimately be held accountable for their actions.
Iridian generally will vote FOR directors in an uncontested election after determining that any such director does not possess any attributes that Iridian believes may not be in the best interest of shareholders and does not maximize shareholder value. Generally, Iridian’s guidelines provide for supporting proposals for declassified boards, cumulative voting, majority voting, fixed board size, director stock ownership, board and committee independence, elimination of term limits and board inclusiveness. Iridian will assess open access (shareholder access) proposals on a CASE-BY-CASE basis.
Shareholder Rights
Shareholders should be provided with and maintain the ability to exercise their rights as owners of public companies. Based upon this premise, Iridian will generally vote FOR proposals which provide for confidential voting, the right to call special meetings as well as the ability to act by written consent.
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Proxy Contests
Proxy contests play a valuable role in removing entrenched directors and creating a means for corporate change. Iridian will evaluate proxy contests pertaining to director nominees and strategic initiatives in contested elections on a CASE-BY-CASE basis. Proposals to reimburse solicitation expenses will generally be voted FOR in those situations where Iridian supports the dissidents.
Anti-Takeover Measures
Iridian’s strategy is to focus on identifying corporations in the process of change and views negatively those corporate policies that it believes may delay or otherwise encumber this process by preventing a takeover or entrenching current management.
Iridian generally will vote FOR proposals that will potentially ease the ability of a company to be acquired by a suitor and generally will vote FOR proposals eliminating supermajority vote requirements, proposals to redeem shareholder rights plans, the rescission of fair price provisions and the adoption of anti-greenmail charters.
Iridian generally will vote AGAINST dual-class exchange offers, dual class recapitalizations and proposals to approve dual class structures.
Capital Structure
The administration of a company’s capital structure revolves around a variety of issues including the types of securities issued, dividend policy, taxes, opportunities for growth, ability to finance new projects internally, and the cost of obtaining additional capital. Generally, these decisions are best left to the board and senior management of the firm. Nonetheless, proposals surrounding capital structure must be scrutinized to ensure that some form of antitakeover mechanism is not involved.
Iridian generally will vote FOR proposals to reduce the par value of stock, increase the number of authorized shares, restore preemptive rights, stock splits, reverse stock splits, stock repurchase programs and the creation of preferred stock that cannot be used as a takeover defense.
Iridian generally will vote AGAINST proposals authorizing the creation or increase in “blank check” preferred stock and the elimination of shareholder preemptive rights.
Iridian will evaluate on a CASE-BY-CASE basis proposals for the reduction or elimination in authorized shares of either common or preferred stock and the creation of tracking stocks.
Mergers and Corporate Restructurings
Iridian will evaluate mergers, acquisitions and other corporate restructurings on a CASE-BY-CASE basis taking into consideration such factors as purchase price, financial and strategic benefits, conflicts and changes in governance structure. Ultimately decisions are based on whether a transaction is likely to result in the maximization of shareholder value.
Executive and Director Compensation
Iridian believes that executive and director compensation should be fair and ultimately linked to the performance of the company. The forms of compensation are too varied and numerous to allow Iridian to evaluate them on anything but a CASE-BY-CASE basis to determine if they are fair and will likely result in long term shareholder benefits.
Notwithstanding the foregoing, Iridian generally will vote FOR proposals which eliminate golden and tin parachutes, provide for “double trigger” and “modified double trigger” parachutes in a change of control scenario, implement ESOP’s and 401(k) plans, terminate retirement plans for non-employee directors, seek to implement a pay for superior performance standard, seek additional disclosure of executive and director pay information, enact clawback policies, require that severance agreements and executive compensation be submitted for shareholder vote and require the company to disclose all executive/consultant compensation.
Iridian generally will vote AGAINST proposals capping compensation, approving retirement benefits for non-executive directors and repricing of underwater stock options.
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Iridian will evaluate on a CASE-BY-CASE basis shareholder proposals that the company be required to pay director’s fees only in the form of shares of stock of the company.
State of Incorporation
Iridian will evaluate on a CASE-BY-CASE basis proposals to opt in or out of state takeover statutes. As with Iridian’s view with regard to anti-takeover measures, takeover statutes, which may only serve to entrench current management, will not be viewed favorably. Iridian generally will evaluate on a CASE-BY-CASE basis proposals that a company reincorporate in another state.
Social/Environmental Issues
Social and Environmental issues may include consumer and product safety, environment and energy, labor standards and human rights, workplace and board diversity, and corporate political issues. While a variety of factors goes into each analysis, the overall principle guiding all vote recommendations focuses on how the proposal may enhance or protect shareholder value in either the short or long term.
Iridian generally will vote on a CASE-BY-CASE basis, taking into consideration whether implementation of the proposal is likely to enhance or protect shareholder value while considering multiple other factors surrounding any given proposal.
Miscellaneous
Iridian generally will vote FOR management proposals to change the corporate name, date/time/location of a corporate meeting or bylaw amendments of a housekeeping nature.
Iridian generally will vote AGAINST proposals for management to adjourn meetings or approve “other business” and shareholder proposals to change the date/time/location of a corporate meeting.
Iridian generally will evaluate on a CASE-BY-CASE basis for proposals to improve the disclosure of a company’s political contributions considering recent significant controversy or litigation related to the company’s political contributions or governmental affairs and the public availability of a policy on political contributions.
Iridian will evaluate on a CASE-BY-CASE basis proposals disallowing the company from making political contributions.
Iridian generally will vote AGAINST proposals for the publication in newspapers and public media the company’s political contributions and the requirement that the company provide lists of company executives, directors, consultants, legal counsels, lobbyists, or investment bankers that have prior government service and whether such service had a bearing on the business of the company.
Iridian generally will vote AGAINST the requirement that the company report on foreign military sales or offsets.
Material Conflicts and Abstention
Should a material conflict arise between Iridian and a client with regard to the voting of proxies, Iridian will remove itself from the proxy voting decision-making process and will rely solely on the independent recommendation of Institutional Shareholder Services (“ISS”) as to how the proxy should be voted. ISS is an independent firm retained by Iridian that analyzes proxies and provides research and objective vote recommendations.
Generally, Iridian will not abstain from the voting of client proxies unless it determines that the abstention itself is in the best interests of the client such as where the costs of voting outweigh the benefits to the client.
Internal Controls
Iridian has implemented review procedures and controls to help ensure that proxies are voted in an appropriate and timely manner and that appropriate records are retained.
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V. PINE RIVER CAPITAL MANAGEMENT L.P.
Proxy Voting Guidelines and Procedures — November 2015
These Proxy Voting Guidelines and Procedures ( “Procedures” ) apply to Pine River Capital Management L.P. ( “Pine River” ) and all Funds and accounts for which Pine River is responsible for voting proxies; including all limited partnerships, limited liability companies, and accounts for which Pine River acts as investment manager, investment adviser, or, if applicable, sub-adviser (the “Funds” ).
In voting proxies, Pine River is guided by general fiduciary principles. Pine River’s goal is to act prudently and in the best interest of the Funds. Pine River seeks to consider all positive and negative consequences its vote could have on the value of the investment. Where Pine River votes proxies, it will do so in a manner that it believes will be consistent with efforts to maximize the value of a Fund’s positions.
Voting of Proxies
Pine River reviews proxy materials to evaluate all potential issues they present. In making voting decisions, Pine River may rely on a company’s disclosures, its board’s recommendations, a company’s track record, country-specific best practices, third party service providers, and the views of its investment professionals.
Pine River may determine to abstain from voting a proxy or a specific proxy item when it concludes that the potential benefit of voting is outweighed by the cost. In other words, Pine River may abstain when it does not believe it is in the Fund’s best interest to vote. In addition, if Pine River’s third party service provider has not made a voting recommendation, and Pine River’s front office has not provided voting instructions, Pine River may also abstain from voting.
When a Fund has authorized Pine River to vote proxies on its behalf, Pine River generally will not accept instructions from the Fund or investors in the Funds (“Investors”) regarding how to vote proxies.
Use of Third Party Service Provider
Pine River has retained the services of Institutional Shareholder Services ( “ISS” ), which is a leading global provider of investment decision support tools. ISS offers proxy voting solutions to institutional clients globally. Their services include in-depth research, voting recommendations, vote execution, recordkeeping, and reporting.
As a general practice, Pine River has authorized ISS to cast Pine River’s proxy votes consistent with the ISS Standard Proxy Voting Guidelines (the “Guidelines” ), which align with the views and factors that Pine River generally considers important in casting proxy votes. The Guidelines address a wide variety of individual topics, including shareholder voting rights, anti-takeover defenses, board structures, the election of directors, executive and director compensation, reorganizations, business combinations, and various shareholder proposals. In connection with each proxy vote, ISS prepares a written analysis and recommendation ( “ISS Recommendation” ) that reflects ISS’s application of the Guidelines to the Appendix I particular proxy issues. ISS Recommendations are available to all Pine River investment professionals upon request.
On a periodic basis Pine River Operations will send an email to all investment professionals who hold positions subject to an upcoming proxy vote, which will include the details of the upcoming vote and the proposed ISS Recommendation. The investment professional will notify Pine River Operations if he or she would prefer to vote differently from the ISS Recommendation and/or abstain from voting.
Voting Against ISS Recommendations
On any particular proxy vote, Pine River may decide to diverge from the Guidelines. If an investment professional’s judgment differs from that of ISS, the vote will be manually cast by Pine River Operations staff with a note identifying the investment professional who made the request. A written record of any correspondence with the investment professional regarding the vote will also be attached to the proxy vote record on the ISS system.
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Conflicts of Interest
In furtherance of Pine River’s duty to vote proxies in the best interests of the Funds, Pine River follows these Procedures designed to identify and address material conflicts that may arise between Pine River’s interests and those of the Funds and their Investors before voting proxies.
Procedures for Identifying Conflicts of Interest:
(i) Pine River shall monitor the potential for conflicts of interest that might be present with respect to voting proxies on behalf of Investors, whether as a result of personal relationships, significant client relationships (i.e., those accounting for greater than 5% of annual revenues), or special circumstances that may arise during Pine River’s course of business.
(ii) Pine River’s Chief Compliance Officer shall maintain a current list of any issuers with whom Pine River has a conflict of interest in voting proxies on behalf of the Funds. Once identified, Pine River shall not vote proxies relating to issuers on this list on behalf of the Funds until it has determined that the conflict of interest is no longer material or a method for resolving the particular conflict of interest has been agreed upon and implemented. Procedures relating to Pine River abstaining from voting certain identified proxies are described below.
Procedures for Assessing Materiality of Conflicts of Interest and for Addressing Material Conflicts of Interest:
(i) Pine River’s Chief Compliance Officer will determine whether a conflict of interest is material. A conflict of interest will be considered material if it is determined that a certain conflict has the potential to influence Pine River’s decision-making in voting the proxy. A conflict of interest shall be deemed material if the issuer that is the subject of the proxy or any executive officer of that issuer has a client relationship with Pine River. All other materiality determinations will be based on an assessment of the particular facts and circumstances. Pine River’s Chief Compliance Officer shall maintain a written record of all materiality determinations.
(ii) If Pine River determines that a conflict of interest is not material, it may vote proxies notwithstanding the existence of the conflict.
(iii) If Pine River determines that a conflict of interest is material, it may use one or more methods to resolve the conflict, including:
• disclosing the conflict to the Funds and obtaining their consent before voting;
• suggesting to the Funds that they engage another party to vote the proxy on their behalf;
• engaging a third party to recommend a vote with respect to the proxy based on application of the Procedures set forth herein; or
• such other method as is deemed appropriate under the circumstances given the nature of the conflict.
Pine River shall maintain a written record of the method(s) used to resolve a material conflict of interest.
Recordkeeping
Pine River, in coordination with ISS, is responsible for maintaining the following records relating to proxy voting:
(i) a copy of these Procedures;
(ii) a copy of each proxy form (as voted);
(iii) a copy of each proxy solicitation, including proxy statements and related materials with regard to each vote;
(iv) documents relating to the identification and resolution of conflicts of interest, if any;
(v) any documents created by Pine River that were material to a proxy voting decision or that memorialized the basis for that decision; and
(vi) a copy of each written request from an Investor for information on how Pine River voted proxies on behalf of a Fund, and a copy of any written response by Pine River to any written or oral request for information by an Investor on how Pine River voted proxies for a Fund.
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These records shall be maintained and preserved in Pine River’s office for the first two years from the end of the fiscal year during which the last entry was made on that record (the “last entry date”). Thereafter, these records shall be kept in an easily accessible location for a period of not less than five years from the last entry date.
In lieu of keeping copies of proxy statements and voting records, Pine River may rely on proxy statements filed on the EDGAR system and voting records maintained by ISS.
VI. SOUND POINT CAPITAL MANAGEMENT, L.P.
Policy Regarding Proxy Voting
Purpose and Scope
The purpose of this policy and its related procedures regarding voting proxies for securities held in Client accounts and for which Sound Point has been delegated proxy voting authority (“Client Proxies”) is to establish guidelines regarding Client Proxies that are reasonably designed to conform with the requirements of applicable law (this “Policy”).
General Policy
Rule 206(4)-6 of the Advisers Act requires a registered investment adviser that exercises proxy voting authority over client securities to: (i) adopt and implement written policies and procedures that are reasonably designed to ensure that the investment adviser votes proxies related to client securities in the best interest of its Clients; (ii) ensure that the written policies and procedures address material conflicts that may arise between the interests of the investment adviser and those of its Clients; (iii) describe its proxy voting procedures to clients, and provide copies of such procedures upon request by such clients; and (iv) disclose to clients how they may obtain information from the investment adviser about how the adviser voted with respect to their securities. Sound Point is committed to implementing policies and procedures that conform to the requirements of the Advisers Act. To that end, it has implemented this Policy to facilitate Sound Point’s compliance with Rule 206(4)-6 and to ensure that proxies related to Client Securities are voted (or not voted) in a manner consistent with the best interest of its Clients.
Proxy Voting Policy
Rule 206(4)-6 of the Advisers Act requires a registered investment adviser that exercises its authority to vote Client Proxies to: (i) adopt and implement written policies and procedures that are reasonably designed to ensure that the investment adviser votes Client Proxies in the best interest of its Clients; (ii) ensure that the written policies and procedures address material conflicts that may arise between the interests of the investment adviser and those of its Clients; (iii) describe its proxy voting procedures to clients, and provide copies of such procedures upon request by such clients; and (iv) disclose to clients how they may obtain information from the investment adviser about how the adviser voted their proxies.
Sound Point generally has proxy voting authority over securities held in Client accounts for which it has discretionary investment management responsibility. Proxy voting, however, is not an integral component of Sound Point’s investment strategy, which focuses primarily on investments and trading in fixed income, credit and credit-linked securities (collectively referred to herein as “credit positions”). These types of securities do not typically convey voting rights to the holder. To the extent Clients holds equity securities, it will generally be for the purpose of hedging credit positions or for short-term trading strategies. In the absence of a specific duty, if Sound Point does not believe the exercise of a proxy vote right will have a material economic impact on the client account, Sound Point may not exercise its voting authority with respect to a proxy. In addition, Sound Point may elect to not vote a proxy if the cost of voting, or time commitment required to vote a proxy outweighs the expected benefits of voting the proxy.
These policies and procedures do not mandate that Sound Point vote every Client Proxy that it receives. There may be circumstances when refraining from voting a proxy is in a Client’s best interest, such as when and if Sound Point determines that the cost of voting the proxy exceeds the expected benefit to the Client. Further, Sound Point will not vote proxies for which a Client has not delegated voting authority to Sound Point. Sound Point shall vote all proxies related to Client Accounts where such account has mandated such practice (e.g. 40 Act Clients, Client accounts that specifically instructed Sound Point to vote proxies). With respect to ERISA clients, Sound Point will act prudently and solely in the interest of the participants and beneficiaries of such ERISA client.
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Proxy Voting Procedures
Procedures
The CCO or his designee is responsible for determining whether a particular proxy vote may have a material economic impact on an underlying Client position or trading strategy and, if so, instructing the custodian to act in the manner which the CCO believes will increase the value of the underlying credit position or short-term trading strategy. In make any such determination, the CCO shall consider any potential conflicts of interest which may exist and shall at all times act in the manner in which he believes will further the economic interests of the clients. The CCO shall document the rationale for any decision to vote or not to vote a proxy.
Sound Point has retained BroadRidge/ProxyEdge to assist it in coordinating and voting Client Proxies. The CCO or his designee will monitor the third-party to assure that all proxies are being properly voted and appropriate records are being retained.
Any employee, officer or director of Sound Point receiving an inquiry directly from a company holding a proxy contest must promptly notify the CCO.
Conflicts of Interest
Sound Point will not put its own interests ahead of a Client’s interest at any time, and will resolve any potential conflicts between its interests and those of its Clients in favor of its Clients. The CCO will be primarily responsible for determining whether a conflict of interest exists in connection with any Client Proxy vote. The CCO will presume a conflict of interest to exist whenever Sound Point or any partner, member, affiliate, subsidiary or employee of Sound Point has a personal or business interest in the outcome of a particular matter before shareholders.
Limitations on Proxy Voting
Sound Point will not be obliged to vote a Client Proxy if Sound Point reasonably determines that the cost of voting such Securities would exceed the expected benefit to the Client.
Disclosure to Clients
Form ADV Disclosure
Sound Point will disclose in Part 2A of its Form ADV that Clients may contact the CCO during regular business hours, via email or telephone, to obtain information on how Sound Point voted such Client’s proxies for the past 5 years. The summary of this Policy included in Sound Point’s Part 2A of its Form ADV will be updated whenever this Policy is revised. Clients may also receive a copy of this Policy upon their request.
Note that updating the Form ADV with a change to the proxy voting policy outside of the annual update is voluntary. However, Sound Point will need to communicate to the Client any changes to this Policy affecting its fiduciary duty.
Client Requests for Information
Clients and Private Fund Investors may request a copy of this Policy and/or information about how Sound Point has voted securities in their behalf (or, with respect to a Private Fund) account by contacting Sound Point. Sound Point will not disclose proxy votes made on behalf of a Client to other Clients or third parties unless specifically requested, in writing, by the Client. However, to the extent that Sound Point may serve as sub-adviser to another adviser to a client, Sound Point will be deemed to be authorized to provide proxy voting records on such Accounts to such other adviser.
Recordkeeping
In accordance with the recordkeeping requirements of Rule 204-2 of the Advisers Act, Sound Point will, for a period of at least 5 years from the end of the fiscal year during which the record was finalized, maintain or have ready access to the following documents, the first 2 years in an appropriate office of Sound Point:
(i) a copy of this Policy;
(ii) a copy of each proxy statement received by Sound Point regarding Securities held on behalf of its Clients;
(iii) a record of each vote cast by Sound Point on behalf of its Clients;
App.  C-14

 

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(iv) a copy of any documents prepared by Sound Point that were material to making a decision how to vote, or that memorialized the basis for such decision; and
(v) a copy of each written request received from a Client as to how Sound Point voted proxies on its behalf, and a copy of any written response from Sound Point to any (written or oral) Client request for information on how Sound Point voted proxies on its behalf.
To fulfill some of these recordkeeping requirements, Sound Point may rely on proxy statements filed on EDGAR and proxy statements and records of proxy votes cast that are maintained with a proxy voting service or other third-party, provided that Sound Point has obtained an undertaking from such third-party to provide a copy of the documents promptly upon request.
Additionally Sound Point shall collect proxy information necessary for the preparation and filing of any required forms, such as Form N-PX.
Sound Point will retain each of the records listed above in accordance with Sound Point’s Policy Regarding Recordkeeping .
App.  C-15

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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

(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

 

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(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 46

(a)(44)

   Amendment No. 43 to Articles of Incorporation dated August 14, 2015 46

(a)(45)

   Amendment No. 44 to Articles of Incorporation dated December 15, 2015 47

(a)(46)

   Amendment No. 45 to Articles of Incorporation dated December 23, 2015 47

(a)(47)

   Amendment No. 46 to Articles of Incorporation dated May 25, 2016 49

(a)(48)

   Amendment No. 47 to Articles of Incorporation dated August 11, 2016 51

(a)(49)

   Amendment No. 48 to Articles of Incorporation dated March 1, 2017 51

(a)(50)

   Amendment No. 49 to Articles of Incorporation dated March 7, 2017 #

(a)(51)

   Amendment No. 50 to Articles of Incorporation dated May 8, 2017 #

(b)

   By-Laws As Amended and Restated through February 8, 2017 51

(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)

   Amended and Restated Schedules A and B to Investment Advisory Contract 50

(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 47

(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 (CTC myCFO, LLC) for Alternative Strategies Fund 43

(d)(8)

   Form of Sub-Advisory Agreement with subadvisers registered as a commodity trading adviser for Alternative Strategies Fund 43

(d)(9)

   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 49

(f)

   Bonus or Profit Sharing Contracts—None

(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

 

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(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 47

(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

(h)(8)

   Form of Eighth Amendment to Administrative Services Agreement 44

(h)(9)

   Form of Ninth Amendment to Administrative Services Agreement 46

(h)(10)

   Sub-Administration Agreement with UMB Fund Services, Inc. dated September 1, 2004 15

(h)(11)

   Fifteenth Amended and Restated Schedule A to Sub-Administration Agreement 50

(h)(12)

   Shareholder Services Agreement dated July 5, 2011 31

(h)(13)

   Amended and Restated Exhibit 1 of Shareholder Services Agreement 50

(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 49

(h)(17)

   Fund Accounting Agreement with UMB Fund Services, Inc. dated September 1, 2004 15

(h)(18)

   Eleventh Amended and Restated Schedule A to Fund Accounting Agreement with UMB Fund Services, Inc. 50

(h)(19)

   Fund Accounting Agreement with State Street Bank and Trust Company (formerly Investors Bank & Trust Company) dated September 1, 2004 15

(h)(20)

   Form of Amended and Restated Appendix A to Fund Accounting Agreement with State Street Bank & Trust Company 47

(h)(21)

   Form of Amended and Restated Expense Limitation Agreement 38

(h)(22)

   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 46

(i)(16)

   Opinion and Consent of Godfrey & Kahn, S.C. dated June 1, 2016 49

(i)(17)

   Opinion and Consent of Godfrey & Kahn, S.C. dated March 1, 2017 51

(i)(18)

   Opinion and Consent of Godfrey & Kahn, S.C. dated May 8, 2017 #

(j)

   Consent of Independent Registered Public Accounting Firm–None

(k)

   Omitted Financial Statements—None

(l)

   Initial Capital Understanding 5

(m)(1)

   Amended and Restated Rule 12b-1 Plan 51

(m)(2)

   Amended and Restated Rule 12b-1 Plan—Target Date and Target Risk Funds 47

(m)(3)

   Form of Sales and Services Agreement, As Amended #

(n)(1)

   Amended and Restated Multiple Class Plan #

(n)(2)

   Amended and Restated Multiple Class Plan—Target Date and Target Risk Funds 47

(o)

   Reserved

(p)(1)

   Code of Ethics for BMO Asset Management Corp., BMO Investment Distributors, LLC, Taplin, Canida & Habacht, LLC, BMO Funds, Inc. and certain affiliated entities dated June 4, 2015 50

(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)

   CTC myCFO, LLC Code of Ethics 43

(p)(5)

   Graham Capital Management, L.P. Code of Ethics 43

(p)(6)

   Capstone Investment Advisors, LLC Code of Ethics 43

(p)(7)

   Pine River Capital Management, L.P. Code of Ethics 43

(p)(8)

   Cramer Rosenthal McGlynn LLC Code of Ethics 43

(p)(9)

   Iridian Asset Management LLC Code of Ethics 43

(p)(10)

   Sound Point Capital Management, L.P. Code of Ethics 43

 

 

#   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.*

 

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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.*
46 Exhibit to PEA No. 110 filed August 26, 2015.*
47   Exhibit to PEA No. 112 filed December 29, 2015. *
48 Exhibit to PEA No. 114 filed January 14, 2016. *
49 Exhibit to PEA No. 116 filed June 1, 2016. *
50 Exhibit to PEA No. 118 filed December 22, 2016. *
51 Exhibit to PEA No. 120 filed March 1, 2017. *

 

* Incorporated by reference.

Item 29.  Persons Controlled by or Under Common Control with Registrant.

The information in the Statement of Additional Information captions “Account and Share Information – Control Persons and Principal Shareholders” and “Directors and Officers – Adviser to the Fund” is incorporated by reference.

Item 30.  Indemnification.

Reference is made to Article IX of the Registrant’s By-Laws and Section 4 of the Distribution Agreement between the Registrant and BMO Investment Distributors, LLC.

The Registrant’s By-Laws provide for indemnification of its officers and directors to the fullest extent permitted by Wisconsin Business Corporation Law and applicable federal and state securities laws. Notwithstanding the foregoing, the By-Laws state that this indemnification will not protect any officer or director against liability to the Registrant or any shareholder by reason of his/her willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such officer’s or director’s office.

The Distribution Agreement between the Registrant and the Distributor provides that the Registrant will indemnify the Distributor and any of its officers, directors, employees and control persons against certain losses incurred under the securities laws or otherwise, arising out of or based upon any alleged untrue statement or omission of a material fact contained in the Registrant’s SEC filings or other documents and in certain other circumstances.

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.

 

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The Registrant’s directors and officers are insured under a policy of insurance maintained by the Registrant against certain liabilities that might be imposed as a result of actions, suit or proceedings to which they are parties by reason of being or having been such directors or officers.

In addition, each of the directors who is not an “interested person” (as defined under the Investment Company Act of 1940) of Registrant (a “Non-interested Director”) has entered into an indemnification agreement with Registrant, which agreement provides that the Registrant shall indemnify the Non-interested Director against certain liabilities which such Director may incur while acting in the capacity as a director, officer or employee of the Registrant to the fullest extent permitted by law, now or in the future, and requires indemnification and advancement of expenses unless prohibited by law. The indemnification agreement cannot be altered without the consent of the Non-interested Director and is not affected by amendment of the Articles of Incorporation. In addition, the indemnification agreement adopts certain presumptions and procedures which may make the process of indemnification and advancement of expenses more timely, efficient and certain. In accordance with Section 17(h) of the Investment Company Act of 1940, the indemnification agreement does not protect a Non-interested Director against any liability to the Registrant or its shareholders to which such Non-interested Director would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.

Item 31. Business and Other Connections of the Investment Adviser.

BMO Asset Management Corp. (the “Adviser”) serves as the investment adviser for the Registrant. The Adviser’s 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 Adviser’s Uniform Application for Investment Adviser Registration (“Form ADV”) as filed with the SEC.

Pyrford International Ltd. (“Pyrford”) serves as the sub-adviser with respect to the Registrant’s Pyrford International Stock Fund. Pyrford’s 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 Pyrford’s 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 Registrant’s 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 Registrant’s TCH Intermediate Income Fund, TCH Corporate Income Fund, TCH Core Plus Bond Fund, and TCH Emerging Markets Bond Fund. TCH’s 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 TCH’s Form ADV as filed with the SEC.

CTC myCFO, LLC (“CTC”) serves as the sub-adviser with respect to the Registrant’s Alternative Strategies Fund. CTC’s 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 CTC’s Form ADV as filed with the SEC.

Graham Capital Management, L.P. (“Graham”) serves as the sub-adviser with respect to the Registrant’s Alternative Strategies Fund. Graham’s principal business address is 40 Highland Avenue, 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 Graham’s Form ADV as filed with the SEC.

Capstone Investment Advisors, LLC (“Capstone”) serves as the sub-adviser with respect to the Registrant’s Alternative Strategies Fund. Capstone’s 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 Capstone’s Form ADV as filed with the SEC.

 

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Pine River Capital Management, L.P. (“Pine River”) serves as the sub-adviser with respect to the Registrant’s Alternative Strategies Fund. Pine River’s principal business address is 601 Carlson Parkway, 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 River’s Form ADV as filed with the SEC.

Cramer Rosenthal McGlynn LLC (“Cramer Rosenthal McGlynn”) serves as the sub-adviser with respect to the Registrant’s Alternative Strategies Fund. Cramer Rosenthal McGlynn’s 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 McGlynn’s Form ADV as filed with the SEC.

Iridian Asset Management LLC (“Iridian”) serves as the sub-adviser with respect to the Registrant’s Alternative Strategies Fund. Iridian’s 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 Iridian’s Form ADV as filed with the SEC.

Sound Point Capital Management, L.P. (“Sound Point”) serves as the sub-adviser with respect to the Registrant’s Alternative Strategies Fund. Sound Point’s 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 Point’s Form ADV as filed with the SEC.

BMO is the ultimate parent company of the Adviser, Pyrford, LGM Investments, TCH, and CTC. Accordingly, the Adviser, Pyrford, LGM Investments, TCH, and CTC are affiliates. To the best of Registrant’s knowledge, none of the Adviser’s directors or executive officers is or has been engaged in any other business, profession, vocation, or employment of a substantial nature for the past two fiscal years, except as noted in the “Directors and Officers” section of the Registrant’s Statement of Additional Information, which is incorporated herein by reference.

Item 32.  Principal Underwriters.

 

  (a) BMO LGM Frontier Markets Equity Fund.

 

  (b) To the best of Registrant’s 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

  Phillip E. Enochs    Chairman    None
  Steven J. Arquilla    President and Chief
Operating Officer, Director 		   None
  Scott Stenmark    Chief Financial Officer    None
  Jeffrey A. Worf    Chief Compliance Officer    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:
Registrant’s Transfer Agent and Dividend Disbursing Agent    Boston Financial Data Services Inc.
2000 Crown Colony Drive
Quincy, MA 02171
Registrant’s Sub-Administrator    UMB Fund Services, Inc.
285 West Galena Street
Milwaukee, Wisconsin 53212

 

C-7

Table of Contents
Records Relating to :    Are located at:
Portfolio Accounting Services Agent (except Global Low Volatility Equity, Pyrford International Stock Fund, LGM Emerging Markets Equity Fund, TCH Emerging Markets Bond 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
Registrant’s Investment Adviser, Administrator, and Shareholder Servicing Agent    BMO Asset Management Corp.
111 East Kilbourn Avenue, Suite 200
Milwaukee, Wisconsin 53202
Registrant’s Sub-Adviser to Pyrford International Stock Fund    Pyrford International Ltd.
95 Wigmore Street
London
United Kingdom
Registrant’s Sub-Adviser to LGM Emerging Markets Equity Fund    LGM Investments Limited
95 Wigmore Street
London
United Kingdom
Registrant’s 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
Registrant’s Sub-Adviser to Alternative Strategies Fund    CTC myCFO LLC
2200 Geng Road, Suite 100
Palo Alto, California 94303
Registrant’s Sub-Adviser to Alternative Strategies Fund    Graham Capital Management, L.P.
40 Highland Avenue
Rowayton, Connecticut 06853
Registrant’s Sub-Adviser to Alternative Strategies Fund    Capstone Investment Advisors, LLC
7 World Trade Center
250 Greenwich Street, 30th Floor
New York, New York 10007
Registrant’s Sub-Adviser to Alternative Strategies Fund    Pine River Capital Management, L.P.
601 Carlson Parkway
Minnetonka, Minnesota 55305
Registrant’s Sub-Adviser to Alternative Strategies Fund    Cramer Rosenthal McGlynn LLC
520 Madison Avenue, 20th Floor
New York, New York 10022
Registrant’s Sub-Adviser to Alternative Strategies Fund    Iridian Asset Management LLC
276 Post Road West
Westport, Connecticut 06880-4704
Registrant’s Sub-Adviser to Alternative Strategies Fund    Sound Point Capital Management, L.P.
375 Park Avenue, 25th Floor
New York, New York 10152
Registrant’s Custodian (except Pyrford International Stock Fund, LGM Emerging Markets Equity Fund, TCH Emerging Markets Bond Fund, Global Low Volatility 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
Registrant’s 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, Alternative Strategies Fund, Disciplined International Equity Fund, and Global Long/Short Equity Fund)    State Street Bank & Trust Company
1 Iron Street
Boston, Massachusetts 02116
Registrant’s 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-8

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant confirms 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. 124 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 8th day of May, 2017.

 

 

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. 124 to the Registration Statement on Form N-1A has been signed below on May 8, 2017 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-9

Table of Contents

EXHIBIT INDEX

 

(a)(50)

   Amendment No. 49 to Articles of Incorporation dated March 7, 2017

(a)(51)

   Amendment No. 50 to Articles of Incorporation dated May 8, 2017

(h)(22)

   Amended and Restated Schedule A to Amended and Restated Expense Limitation Agreement

(i)(18)

   Opinion and Consent of Godfrey & Kahn, S.C. dated May 8, 2017

(m)(3)

   Form of Sales and Services Agreement, As Amended

(n)(1)

   Amended and Restated Multiple Class Plan

 

C-10

Exhibit A50

BMO FUNDS, INC.

AMENDMENT NO. 49

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 to the Corporation’s Articles of Incorporation, as amended (the “Articles”), was duly adopted to change the name of the BMO Monegy High Yield Bond Fund to the “BMO High Yield Bond Fund”.

“The Articles are hereby amended as follows:

Section (a) of Article IV is hereby amended by deleting section (a) thereof and inserting the following as a new paragraph:

‘(a)                The Corporation is authorized to issue an indefinite number of shares of common stock, par value $.0001 per share. Subject to the following paragraph, the authorized shares are classified as follows:

 

CLASS    SERIES      AUTHORIZED
NUMBER
OF SHARES
Investor Class        

BMO Large-Cap Value Fund

   Series Y      Indefinite

BMO 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 In-Retirement 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

BMO Institutional Prime Money Market Fund

   Series Y      Indefinite
Institutional Class        

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

CLASS    SERIES      AUTHORIZED
NUMBER
OF SHARES

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 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 Global Low Volatility Equity Fund

   Series I      Indefinite

BMO Small-Cap Core 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 Growth Fund

   Series A      Indefinite

BMO Small-Cap Core Fund

   Series A      Indefinite

BMO Global Low Volatility 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 High Yield Bond 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
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 In-Retirement Fund

   Series R3      Indefinite

BMO Target Retirement 2020 Fund

   Series R3      Indefinite

 

2

CLASS    SERIES      AUTHORIZED
NUMBER
OF SHARES

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 In-Retirement 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

BMO Disciplined International Equity Fund

   Series R6      Indefinite

BMO Global Long/Short Equity Fund

   Series R6      Indefinite

BMO Large-Cap Value Fund

   Series R6      Indefinite

BMO Large-Cap Growth Fund

   Series R6      Indefinite
Premier Class        

BMO Prime Money Market Fund

   Premier Class      Indefinite

BMO Government Money Market Fund

   Premier Class      Indefinite

BMO Tax-Free Money Market Fund

   Premier Class      Indefinite

BMO Institutional Prime Money Market Fund

   Premier Class         Indefinite’”

 

3

This Amendment to the Articles of Incorporation of the Corporation was adopted by the Board of Directors on March 6, 2017 in accordance with Section 180.1002(8) and 180.0602(1)(c) of the Wisconsin Statutes. Shareholder approval was not required.

Executed this 6th day of March, 2017.

 

BMO FUNDS, INC.  
By:    

/s/ Timothy M. Bonin

 
  Timothy M. Bonin  
  Chief Financial Officer  

This instrument was drafted by:

Michael J. Murphy

BMO Financial Corp.

111 East Kilbourn Avenue, Suite 200

Milwaukee, Wisconsin 53202    

 

4

Exhibit A51

TO BE EFFECTIVE AT 8:00 A.M. CENTRAL TIME, ON MAY 8, 2017

(THE “EFFECTIVE TIME”)

BMO FUNDS, INC.

AMENDMENT NO. 50

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 to the Corporation’s Articles of Incorporation, as amended (the “Articles”), was duly adopted to (i) create the F3 series of shares for the BMO Pyrford International Stock Fund and (ii) change the name of the BMO Mortgage Income Fund to “BMO Strategic 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

NUMBER

OF SHARES

Investor Class        

BMO Large-Cap Value Fund

   Series Y      Indefinite

BMO Strategic 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

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 In-Retirement 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

BMO Institutional Prime Money Market Fund

   Series Y      Indefinite
Institutional Class        

BMO Strategic 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

CLASS    SERIES     

AUTHORIZED

NUMBER

OF SHARES

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

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 Global Low Volatility Equity Fund

   Series I      Indefinite

BMO Small-Cap Core 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 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 Strategic 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 Alternative Strategies Fund

   Series A      Indefinite

BMO Disciplined International Equity Fund

   Series A      Indefinite

BMO Global Long/Short Equity Fund

   Series A      Indefinite
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 In-Retirement Fund

   Series R3      Indefinite

 

2

CLASS    SERIES     

AUTHORIZED

NUMBER

OF SHARES

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 In-Retirement 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

BMO Disciplined International Equity Fund

   Series R6      Indefinite

BMO Global Long/Short Equity Fund

   Series R6      Indefinite

BMO Large-Cap Value Fund

   Series R6      Indefinite

BMO Large-Cap Growth Fund

   Series R6      Indefinite
Premier Class        

BMO Prime Money Market Fund

   Premier Class      Indefinite

BMO Government Money Market Fund

   Premier Class      Indefinite

BMO Tax-Free Money Market Fund

   Premier Class      Indefinite

BMO Institutional Prime Money Market Fund

   Premier Class      Indefinite
Class  F3        

BMO Pyrford International Stock Fund

   Series F3         Indefinite’”

 

3

This Amendment to the Articles of Incorporation of the Corporation was adopted by the Board of Directors on February 8, 2017 in accordance with Section 180.1002(8) and 180.0602(1)(a), (b), and (c) of the Wisconsin Statutes. Shareholder approval was not required. Prior to this amendment, none of the F3 series of shares of the BMO Pyrford International Stock Fund has been issued.

Executed this 1st day of May, 2017.

 

BMO FUNDS, INC.  
By:    

/s/ John M. Blaser

 
  John M. Blaser  
  President  

This instrument was drafted by:

Michael J. Murphy

BMO Financial Corp.

111 East Kilbourn Avenue, Suite 200

Milwaukee, Wisconsin 53202    

 

4

Exhibit H22

AMENDED AND RESTATED

SCHEDULE A

to the

Expense Limitation Agreement

(as of May 8, 2017)

 

Fund  

Expense

Limit (%)    

 

Date of

Expiration of

Expense Limit        

BMO TCH Core Plus Bond Fund

       

Investor Class (Class Y)

  0.59%   12/31/2017

Institutional Class (Class I)

  0.55%   12/31/2017

Adviser Class (Class A)

  0.59%   12/31/2017

BMO TCH Corporate Income Fund

       

Investor Class (Class Y)

  0.59%   12/31/2017

Institutional Class (Class I)

  0.55%   12/31/2017

Adviser Class (Class A)

  0.59%   12/31/2017

BMO LGM Emerging Markets Equity Fund

       

Institutional Class (Class I)

  1.15%   12/31/2017

Adviser Class (Class A)

  1.40%   12/31/2017

BMO Mortgage Income Fund

       

Investor Class (Class Y)

  0.80%   12/31/2017

Institutional Class (Class I)

  0.55%   12/31/2017

Adviser Class (Class A)

  0.80%   12/31/2017

BMO Government Money Market Fund

       

Investor Class (Class Y)

  0.45%   12/31/2017

Premier Class

  0.20%   12/31/2017

BMO Intermediate Tax-Free Fund

       

Investor Class (Class Y)

  0.55%   12/31/2017

Institutional Class (Class I)

  0.50%   12/31/2017

Adviser Class (Class A)

  0.55%   12/31/2017

BMO Large-Cap Value Fund

       

Investor Class (Class Y)

  1.00%   12/31/2017

Institutional Class (Class I)

  0.75%   12/31/2017

Adviser Class (Class A)

  1.00%   12/31/2017

R6 Class

  0.60%   12/31/2017

BMO Large-Cap Growth Fund

       

Investor Class (Class Y)

  1.00%   12/31/2017

Institutional Class (Class I)

  0.75%   12/31/2017

Adviser Class (Class A)

  1.00%   12/31/2017

R6 Class

  0.60%   12/31/2017

BMO Mid-Cap Value Fund

       

Investor Class (Class Y)

  1.24%   12/31/2017

Institutional Class (Class I)

  0.99%   12/31/2017

Adviser Class (Class A)

  1.24%   12/31/2017

R3 Class

  1.49%   12/31/2017

R6 Class

  0.84%   12/31/2017

BMO Mid-Cap Growth Fund

       

Investor Class (Class Y)

  1.24%   12/31/2017

Institutional Class (Class I)

  0.99%   12/31/2017

Adviser Class (Class A)

  1.24%   12/31/2017

R3 Class

  1.49%   12/31/2017

R6 Class

  0.84%   12/31/2017

BMO Prime Money Market Fund

       

Investor Class (Class Y)

  0.45%   12/31/2017

Premier Class

  0.20%   12/31/2017

BMO TCH Intermediate Income Fund

       

Institutional Class (Class I)

  0.55%   12/31/2017

Adviser Class (Class A)

  0.80%   12/31/2017

BMO Short-Term Income Fund

       

Investor Class (Class Y)

  0.60%   12/31/2017

Institutional Class (Class I)

  0.35%   12/31/2017

Adviser Class (Class A)

  0.60%   12/31/2017

BMO Small-Cap Value Fund

       

Institutional Class (Class I)

  0.99%   12/31/2017

Adviser Class (Class A)

  1.24%   12/31/2017

R3 Class

  1.49%   12/31/2017

R6 Class

  0.84%   12/31/2017

BMO Small-Cap Growth Fund

       

Investor Class (Class Y) 

  1.24%   3/1/2018

Institutional Class (Class I)

  0.99%   3/1/2018

Adviser Class (Class A)

  1.24%   3/1/2018

BMO Tax-Free Money Market Fund

       

Investor Class (Class Y)

  0.45%   12/31/2017

Premier Class

  0.20%   12/31/2017

BMO Ultra Short Tax-Free Fund

       

Investor Class (Class Y)

  0.55%   12/31/2017

Institutional Class (Class I)

  0.30%   12/31/2017

Adviser Class (Class A)

  0.55%   12/31/2017

BMO Dividend Income Fund

       

Institutional Class (Class I)

  0.65%   12/31/2017

Adviser Class (Class A)

  0.90%   12/31/2017

BMO Pyrford International Stock Fund

       

Investor Class (Class Y)

  1.19%   12/31/2018

Institutional Class (Class I)

  0.94%   12/31/2018

Adviser Class (Class A)

  1.19%   12/31/2018

R3 Class

  1.44%   12/31/2018

R6 Class

  0.79%   12/31/2018

F3 Class

  0.79%   12/31/2018

BMO High Yield Bond Fund

       

Institutional Class (Class I)

  0.65%   12/31/2017

Adviser Class (Class A)

  0.90%   12/31/2017

BMO Low Volatility Equity Fund

       

Institutional Class (Class I)

  0.65%   12/31/2017

Adviser Class (Class A)

  0.90%   12/31/2017

BMO Short Tax-Free Fund

       

Investor Class (Class Y)

  0.55%   12/31/2017

Institutional Class (Class I)

  0.40%   12/31/2017

Adviser Class (Class A)

  0.55%   12/31/2017

BMO TCH Emerging Markets Bond Fund

       

Institutional Class (Class I)

  0.85%   12/31/2017

Adviser Class (Class A)

  1.00%   12/31/2017

BMO In-Retirement Fund

       

Investor Class (Class Y)

  0.33%   12/31/2017

Institutional Class (Class I)

  0.08%   12/31/2017

R3 Class

  0.58%   12/31/2017

R6 Class

  (0.07)%   12/31/2017

BMO Target Retirement 2020 Fund

       

Investor Class (Class Y)

  0.33%   12/31/2017

Institutional Class (Class I)

  0.08%   12/31/2017

R3 Class

  0.58%   12/31/2017

R6 Class

  (0.07)%   12/31/2017

BMO Target Retirement 2030 Fund

       

Investor Class (Class Y)

  0.37%   12/31/2017

Institutional Class (Class I)

  0.12%   12/31/2017

R3 Class

  0.62%   12/31/2017

R6 Class

  (0.03)%   12/31/2017

BMO Target Retirement 2040 Fund

       

Investor Class (Class Y)

  0.36%   12/31/2017

Institutional Class (Class I)

  0.11%   12/31/2017

R3 Class

  0.61%   12/31/2017

R6 Class

  (0.04)%   12/31/2017

BMO Target Retirement 2050 Fund

       

Investor Class (Class Y)

  0.36%   12/31/2017

Institutional Class (Class I)

  0.11%   12/31/2017

R3 Class

  0.61%   12/31/2017

R6 Class

  (0.04)%   12/31/2017

BMO Conservative Allocation Fund

       

Investor Class (Class Y)

  0.33%   12/31/2017

Institutional Class (Class I)

  0.08%   12/31/2017

R3 Class

  0.58%   12/31/2017

R6 Class

  (0.07)%   12/31/2017

BMO Moderate Allocation Fund

       

Investor Class (Class Y)

  0.30%   12/31/2017

Institutional Class (Class I)

  0.05%   12/31/2017

R3 Class

  0.55%   12/31/2017

R6 Class

  (0.10)%   12/31/2017

BMO Balanced Allocation Fund

       

Investor Class (Class Y)

  0.33%   12/31/2017

Institutional Class (Class I)

  0.08%   12/31/2017

R3 Class

  0.58%   12/31/2017

R6 Class

  (0.07)%   12/31/2017

 

2

BMO Growth Allocation Fund

       

Investor Class (Class Y)

  0.30%   12/31/2017

Institutional Class (Class I)

  0.05%   12/31/2017

R3 Class

  0.55%   12/31/2017

R6 Class

  (0.10)%   12/31/2017

 

3

BMO Aggressive Allocation Fund

       

Investor Class (Class Y)

  0.33%   12/31/2017

Institutional Class (Class I)

  0.08%   12/31/2017

R3 Class

  0.58%   12/31/2017

R6 Class

  (0.07)%   12/31/2017

BMO Global Low Volatility Equity Fund

       

Institutional Class (Class I)

  0.85%   12/31/2017

Adviser Class (Class A)

  1.10%   12/31/2017

BMO Target Retirement 2015 Fund

       

Investor Class (Class Y)

  0.33%   12/31/2017

Institutional Class (Class I)

  0.08%   12/31/2017

R3 Class

  0.58%   12/31/2017

R6 Class

  (0.07)%   12/31/2017

BMO Target Retirement 2025 Fund

       

Investor Class (Class Y)

  0.33%   12/31/2017

Institutional Class (Class I)

  0.08%   12/31/2017

R3 Class

  0.58%   12/31/2017

R6 Class

  (0.07)%   12/31/2017

BMO Target Retirement 2035 Fund

       

Investor Class (Class Y)

  0.37%   12/31/2017

Institutional Class (Class I)

  0.12%   12/31/2017

R3 Class

  0.62%   12/31/2017

R6 Class

  (0.03)%   12/31/2017

BMO Target Retirement 2045 Fund

       

Investor Class (Class Y)

  0.36%   12/31/2017

Institutional Class (Class I)

  0.11%   12/31/2017

R3 Class

  0.61%   12/31/2017

R6 Class

  (0.04)%   12/31/2017

BMO Target Retirement 2055 Fund

       

Investor Class (Class Y)

  0.36%   12/31/2017

Institutional Class (Class I)

  0.11%   12/31/2017

R3 Class

  0.61%   12/31/2017

R6 Class

  (0.04)%   12/31/2017

BMO Small-Cap Core Fund

       

Institutional Class (Class I)

  0.90%   12/31/2017

Adviser Class (Class A)

  1.15%   12/31/2017

BMO Alternative Strategies Fund (1)

       

Institutional Class (Class I)

  1.95%   12/31/2017

Adviser Class (Class A)

  2.20%   12/31/2017

BMO Disciplined International Equity Fund

       

Institutional Class (Class I)

  0.90%   12/31/2017

Adviser Class (Class A)

  1.15%   12/31/2017

R3 Class

  1.40%   12/31/2017

R6 Class

  0.75%   12/31/2017

BMO Global Long/Short Equity Fund (1)

       

Institutional Class (Class I)

  1.35%   12/31/2017

Adviser Class (Class A)

  1.60%   12/31/2017

R3 Class

  1.85%   12/31/2017

R6 Class

  1.20%   12/31/2017

BMO Institutional Prime Money Market Fund

       

Investor Class (Class Y)

  0.45%   12/31/2017

Premier Class

  0.20%   12/31/2017

 

  (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.

 

4

LOGO    LOGO

May 8, 2017

BMO Asset Management Corp.

115 South LaSalle Street

Chicago, Illinois 60603

 

  RE: BMO Pyrford International Stock Fund - Series F3 Share Issuance

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 the Series F3 shares of the BMO Pyrford International Stock Fund (the “Fund”) in the manner set forth in the Registration Statement on Form N-1A (the “Registration Statement”) (and the Prospectus of the Fund included therein).

  We have examined: (a) the Registration Statement (and the Prospectus of the Fund included therein), (b) the Company’s Articles of Incorporation, as amended, and Amended and Restated By-Laws, (c) certain resolutions of the Company’s Board of Directors and (d) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion. 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 original documents of all documents submitted to us as copies.

  Based on 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 nonassessable.

  For purposes of rendering this opinion, we have assumed that: (a) the Registration Statement remains effective; (b) the Prospectus and Statement of Additional Information and the Prospectus delivery procedures fulfill all requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended; (c) all offers and sales of the Shares are conducted in accordance with the Registration Statement and in compliance with applicable state securities laws; 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.

 

LOGO

BMO Asset Management Corp.

May 8, 2017

Page 2

 

  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.

 

Exhibit M3

BMO INVESTMENT DISTRIBUTORS, LLC

111 East Kilbourn Avenue, Suite 200

Milwaukee, Wisconsin 53202

SALES AND SERVICES AGREEMENT FOR THE SALE OF SHARES

OF BMO FUNDS, INC.

Ladies and Gentlemen:

BMO Investment Distributors, LLC (“we,” “us” or the “Distributor”) has entered into a Distribution Agreement with BMO Funds, Inc. (the “Corporation”), a Wisconsin corporation registered as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), in connection with its 44 series, and such other series as may be added to the Corporation in the future (collectively the “Funds”), pursuant to which the Distributor has been appointed distributor for the Funds.

BMO Asset Management Corp. (“BMO Asset Management”) serves as the Funds’ investment adviser, administrator and shareholder services agent pursuant to relevant agreements. BMO Asset Management has appointed the Distributor as its agent for payment of fees to dealers and financial intermediaries who provide certain distribution, record maintenance, communications, administrative and other related services to shareholders of the Funds.

This Sales and Services Agreement (the “Agreement”) has been adopted pursuant to Rule 12b-1 under the 1940 Act by the Corporation on behalf of the Funds under a Distribution Plan (the “Plan”) adopted pursuant to said Rule and, in applicable part, relates to “Distribution (12b-1) Fees” payable in accordance with the Agreement and set forth in Schedule A attached hereto. This Agreement also provides for the payment of “Shareholder Servicing Fees” as set forth in Schedule A attached hereto, which shareholder servicing fees are set forth and payable pursuant to the Shareholder Services Agreement and are not payable pursuant to the Plan. Schedule A sets forth the series and classes of the Corporation as of May 8, 2017, may include future series and classes of the Corporation, and may be amended from time to time. This Agreement, being made between the Distributor and the undersigned authorized dealer or financial intermediary (“you”), relates to the services to be provided by you and for which you are entitled to receive payments pursuant to this Agreement.

In consideration of the mutual covenants contained herein, the parties agree as follows:

1. To the extent that you provide distribution assistance and account maintenance and personal services in accordance with the Plan and applicable rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) to those of your customers who may from time to time directly or beneficially own shares of the Funds, you shall be entitled to a Distribution (12b-1) Fee periodically pursuant to the Plan. You agree that you will only offer and sell shares of the Funds at the public offering prices that are currently in effect, in accordance with the terms of the then current prospectuses of the Funds (each, a “Prospectus”).

2. To the extent that you render or cause to be rendered personal services to shareholders of the Funds and/or maintenance of accounts of shareholders of the Funds, you shall be entitled to a Shareholder Servicing Fee periodically in accordance with the terms of this Agreement. For the purposes of this Agreement, such services include, but are not limited to, the following: establishing new accounts; processing transactions, including purchases, redemptions and exchanges; processing change of addresses; adding/changing wiring instructions or bank account information for the systematic investment/withdrawal plans; reviewing activity in applicable accounts; providing training and supervision of personnel; maintaining and distributing current copies of prospectuses, statements of additional information and shareholder reports to current shareholders; serving as a liaison with other Fund service providers in connection with shareholder matters; responding to shareholder inquiries and correspondence; verifying shareholder signatures in conjunction with redemptions or changes in account classifications; surveying shareholders for information concerning satisfaction with mutual fund products and services; and maintaining files.

3. The Distribution (12b-1) and/or Shareholder Servicing Fees paid with respect to the classes of shares of the Funds will be computed daily and paid monthly (within 45 days after the end of each month) at annual rates of up to the percentages specified on Schedule A of the average net asset value of the shares of the Funds purchased or acquired by your firm as nominee for your customers, or owned by those customers of your firm whose records, as maintained by the Funds

or their transfer agent, designate your firm as the customers’ dealer of record or holder of record (collectively, the “Fund Shares”). For purposes of determining the fees payable under this Agreement, the average daily net asset value of the Fund Shares will be computed in the manner specified in the Funds’ Registration Statement (“Registration Statement”) (as the same is in effect from time to time) in connection with the computation of the net asset value of shares for purposes of purchases and redemptions.

4. We reserve the right at any time to impose minimum fee payment requirements before any periodic payments will be made to you hereunder . In the event payment due for a period is less than $10.00, such payment will not be made but will be included with the next scheduled payment when the aggregate amount due exceeds $10.00.

5. You shall furnish the Funds and us with such information as shall reasonably be requested either by the Directors or officers of the Corporation or BMO Asset Management or by us with respect to the services provided and the fees paid to you pursuant to this Agreement, including but not limited to blue sky sales reports. We shall furnish the Directors of the Corporation, for their review on a quarterly basis, a written report of the amounts expended under the Plan by us and the purposes for which such expenditures were made. We shall also furnish to officers of BMO Asset Management, for their review on a quarterly basis, a written report of the amounts paid in respect of Shareholder Servicing Fees.

6. Orders shall be placed either directly with the Funds’ transfer agent in accordance with such procedures as may be established by the transfer agent or us, or with the transfer agent through the facilities of the National Securities Clearing Corporation (“NSCC”), if available, in accordance with the rules of the NSCC. In addition, all orders are subject to acceptance or rejection by the Distributor or the relevant Fund in the sole discretion of either. Purchase orders shall be subject to receipt by the Corporation’s transfer agent of all required documents in proper form and to the minimum initial and subsequent purchase requirements set forth in the Registration Statement. Notwithstanding anything herein to the contrary, a Fund may waive initial minimum investment requirements, including for purchases of the Fund by an employee benefit or other plans, such as 401(k) plans, 457 plans, employer sponsored 403(b) plans, health savings accounts, profit sharing plans, money purchase plans, defined benefit plans, non-qualified deferred compensation plans, broker-dealer managed account or wrap programs that charge an asset-based fee, registered investment adviser mutual fund wrap programs or other accounts that charge a fee for advisory, investment, consulting or similar services, and private bank and trust company managed accounts or wrap programs that charge an asset-based fee, which consolidate and hold all Fund Shares in plan level or omnibus accounts on behalf of participants. SEPs, SIMPLE-IRAs, and individual 403(b) plans are not eligible for this waiver.

7. Settlement of transactions shall be in accordance with such procedures as may be established by the transfer agent or us, or if applicable, the rules of the NSCC. If payment is not received, we and the Funds reserve the right forthwith to cancel the sale, or at the option of the Funds or us to sell the Shares at the then prevailing net asset value. In either case you agree to be responsible for any loss resulting to the Fund and/or to us from your failure to make payments as aforesaid.

8. To the extent applicable, you shall be allowed the concessions from the public offering price, if any, as set forth in the Registration Statement. Reduced sales charges may also be available pursuant to any special features of the Funds (such as cumulative discounts, letters of intent, etc., the terms of which shall be described in the Funds’ Registration Statement). Unless at the time of transmitting an order you advise the Funds and their transfer agent to the contrary, the Funds may consider the order to be the total holding of an investor and assume that the investor is not entitled to any reduction in sales price beyond that accorded to the amount of the purchase as determined by the schedule set forth in the then current prospectus of the relevant Fund.

9. If any Fund Shares sold to you or your customers are redeemed by the Funds or repurchased for the account of the Funds or are tendered to the Funds for redemption or repurchase within seven business days after the date of confirmation to you of the original purchase order for said Fund Shares, you agree to pay forthwith to us the full amount of any dealer concession allowed or commission paid to you on the original sale, and we agree to pay the amount of any such dealer concession to the Fund when received by us. Alternatively, we may, in our discretion, withhold payment of dealer concessions or commissions to you for such Fund Shares.

 

2

10. You acknowledge and agree that none of the Distributor, the Corporation, or BMO Asset Management, is undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with any Fund Shares sold to your clients that are subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) (“Retirement Clients”), which include a plan, plan fiduciary, plan participant or beneficiary, IRA or IRA owners, or an investment contract, product, or entity that holds “plan assets.” You represent that (i) you are a bank, insurance carrier, an investment adviser, a broker dealer, or if none of the foregoing, a fiduciary that holds, or has under management or control, total assets (including both plan and non-plan assets) of at least $50 million, (ii) you will be a fiduciary under ERISA or the Code (as of the effective date of the Department of Labor’s Fiduciary Rule), or both, with respect to your Retirement Clients, and with respect to any purchase of Fund Shares by the Retirement Clients, and (iii) you will be responsible for exercising independent judgment in evaluating whether your Retirement Clients should purchase any Fund Shares (“Transaction”). You represent that you are capable of evaluating investment risk independently, both in general and with regard to particular transactions and investment strategies, and that there is no financial interest, ownership interest, or other relationship, agreement, or understanding, that would limit your ability to carry out your fiduciary responsibility to any of your Retirement Clients beyond the control, direction, or influence, of other persons involved in any Transaction. You represent that you will comply with any and all fiduciary obligations you have with respect to any Transaction and, if necessary, shall comply with all applicable conditions of a prohibited transaction exemption to avoid engaging in any non-exempt prohibited transaction under ERISA and the Code, as they may be amended from time to time. You understand that the Distributor and BMO Asset Management will earn fees from the sale of Fund Shares to your Retirement Clients, as may further be described in the relevant Prospectus and/or this Agreement. You agree that these fees are not for the provision of any investment advice to you with respect to any Transaction and that neither you nor any Retirement Client will pay any fee or other compensation to the Distributor, the Corporation, or BMO Asset Management, for the provision of any investment advice to you with respect to any Transaction.

11. For all purposes of this Agreement you will be deemed to be an independent contractor and neither you nor any of your employees or agents shall have any authority to act in any matter or in any respect as agent for the Funds or for the Distributor. Neither you nor any of your employees or agents are authorized to make any representation concerning shares of the Funds except those contained in the Registration Statement. By your written acceptance of this Agreement, you agree to and do release, indemnify and hold us harmless from and against any and all liabilities, losses, claims, demands, charges, costs and expenses (including reasonable attorneys fees) arising out of or resulting from (i) requests, directions, actions or inactions of or by you or your officers, employees or agents or, (ii) the purchase, redemption, transfer or registration of shares of the Funds (or orders relating to the same) by you or your clients, or (iii) your breach of any of the terms of this Agreement. In the event we or the Funds determine to refund any amount paid by an investor for any reason, you shall return to the Funds or us any commission previously paid or discounts allowed with respect to the transaction for which the refund is made. Notwithstanding anything herein to the contrary, the foregoing indemnity and hold harmless agreement shall indefinitely survive the termination of this Agreement.

12. We may enter into other similar agreements with any other person without your consent.

13. You represent that you are registered as a broker/dealer under the Securities Exchange Act of 1934, as amended, and a member of FINRA and agree to maintain membership in FINRA or that you are not required to be so registered as a broker/dealer or be a member of FINRA. To the extent applicable, you agree to abide by all the rules and regulations of the Securities and Exchange Commission (“SEC”) and FINRA which are binding upon underwriters and dealers in the distribution of the securities of open-end investment companies, including without limitation, Rule 2830 of FINRA Conduct Rules, as it may be amended from time to time. You shall comply with all applicable laws including state and federal laws and the rules and regulations of authorized regulatory agencies. You will not sell or offer for sale shares of any Fund in any state or jurisdiction where (i) you are not qualified to act as a dealer or exempt from qualification as a dealer or (ii) the shares are not qualified for sale or exempt from qualification, including under the blue sky laws and regulations of such state. You agree to notify us immediately if any license or registration to act as a broker-dealer that you currently hold or subsequently obtain is revoked or suspended by any federal, self-regulatory or state agency. We do not assume any responsibility in connection with your registration under the laws of the various states or jurisdictions or under federal law or your qualification under any applicable law or regulation to offer or sell shares of the Funds.

 

3

14. You hereby certify that you are in compliance and will continue to comply with all applicable anti-money laundering laws, regulations, rules and government guidance and have in place a comprehensive anti-money laundering compliance program that includes: internal policies, procedures and controls for complying with the USA PATRIOT Act, a designated compliance officer, an ongoing training program for appropriate employees and an independent audit function. You also certify, if applicable, that you are in compliance and will continue to comply with the economic sanctions programs administered by the U.S. Treasury Department’s Office of Foreign Asset Control (“OFAC”) and have an OFAC compliance program in place that satisfies all applicable laws and regulations. You acknowledge that, because the Distributor will not have access to detailed information about your customers who purchase Fund Shares, you will assume responsibility for compliance with the foregoing laws and regulations in regard to such customers. You hereby agree to notify the Distributor promptly whenever, (i) pursuant to the provisions of your programs, indications of suspicious activity or OFAC matches are detected in connection with the purchase, sale or exchange of Fund Shares; or (ii) you receive any reports from any regulator(s) pertaining to your compliance with the foregoing laws or regulations in connection with your customers. You hereby acknowledge that, as required by federal law, upon your entering into this Agreement you will provide your Form W-9, and we will verify your legal entity name and address, the date that you were formed, and any other registration information about you found in FINRA’s Broker/Check website.

15. The Funds have adopted policies designed to prevent frequent purchases and redemptions of certain Fund Shares which may harm performance by disrupting investment strategies and by increasing portfolio transaction costs. These policies permit certain Funds to charge a Fund shareholder a short-term trading fee which the Fund may deduct directly from redemption proceeds. A Fund may waive this fee in its sole discretion. The redemption fee does not apply to redemptions made due to disability or hardship, forfeitures, required minimum distributions, systematic withdrawals, shares purchased through a systematic purchase plan, return of excess contributions, and loans, by an employee benefit or other plan, such as a 401(k) plan, 457 plan, employer sponsored 403(b) plan, health savings account, profit sharing plan, money purchase plan, defined benefit plan or non-qualified deferred compensation plan, or a broker-dealer managed account or wrap program that charges an asset-based fee, a registered investment adviser mutual fund wrap program or other account that charges a fee for advisory, investment, consulting or similar services, or a private bank and trust company managed account or wrap program that charges an asset-based fee. In certain circumstances the Funds may defer to your frequent trading and market timing policy if the Fund’s officers determine that your own policies are sufficient to detect and deter improper frequent trading, you confirm your compliance with these policies, and agree to promptly provide the Funds such information related to Fund shareholders as may be reasonably requested by the Fund from time to time in order to assist the Funds in monitoring short-term trading activity under the Funds’ policies and procedures.

16. You agree to maintain all records required by law relating to transactions involving the Fund Shares. Upon the request of us, the Corporation or BMO Asset Management, you agree to promptly make such of these records available to us, the Corporation’s or BMO Asset Management’s agents as are requested to enable us, including without limitation compliance personnel, auditors or legal counsel, to (a) monitor and review the services provided, (b) comply with any request of a governmental or self-regulatory organization, (c) verify compliance with the terms of this Agreement, (d) make required regulatory reports, (e) ensure compliance with applicable law, and (f) perform general customer supervision; and you agree to, upon written notice, permit the us to have reasonable access to personnel and records in order to facilitate the monitoring of the services provided. In addition you hereby agree to establish appropriate procedures and reporting forms and/or mechanisms and schedules in conjunction with us and the Corporation’s administrator, to enable the Corporation to identify the location, type of, and sales to all accounts opened and maintained by your customers or by you on behalf of your customers.

17. Unless you clear through a third-party clearing firm, you shall, on an annual basis, provide us with a Statement on Standards for Attestation Engagements (SSAE) 16 Audit Report or similar report regarding your internal controls relating to financial reporting. In addition, you shall, on an annual basis, provide us with a Financial Intermediary Controls and Compliance

 

4

Assessment (FICCA) Audit Report or similar report regarding your control and compliance environment. You will provide us with information we may reasonably request regarding remedial steps taken in response to any qualified opinion. You acknowledge that we may use a third-party vendor to review and assess the contents of the SSAE 16 Reports and FICCA Reports, and, notwithstanding anything herein to the contrary, you consent to us sharing such Reports with the third-party vendor.

18. You hereby certify that you are in compliance with and will continue to comply with the applicable provisions of state privacy laws and Regulation S-P, which permits financial institutions, such as the Funds, to disclose “nonpublic personal information” (“NPI”) of its “customers” and “consumers” to affiliated and non-affiliated persons of the Funds for the limited purposes of processing and servicing transactions, for specified law enforcement and miscellaneous purposes or as a service provider or in connection with joint marketing arrangements. You hereby acknowledge that we, the Corporation, the Funds and BMO Asset Management may receive and disclose NPI to you as agent for the Funds but solely in fulfilling your contractual obligations under this Agreement in the ordinary course of business to support the Funds and their shareholders. You hereby agree to be bound to use and disclose NPI only for the limited purposes set forth in the first sentence of this Section 17. You represent and warrant that you have implemented safeguards by adopting policies and procedures reasonably designed to insure the security and confidentiality of NPI, to protect against any anticipated hazards or threats to the security or integrity of NPI and to protect against unauthorized access to or use of NPI that could result in substantial harm or inconvenience to any shareholder of the Funds. The provisions of this Section 17 shall survive the termination of this Agreement.

19. Either party to this Agreement may terminate this Agreement by giving sixty (60) days’ written notice to the other. This Agreement will terminate automatically if: (i) any bankruptcy, insolvency or receivership proceedings, or an assignment for the benefit of creditors, is brought under any federal or state law by or against you; (ii) your registration with the SEC as a broker-dealer is suspended or revoked and you are not otherwise exempt from registration; (iii) your FINRA membership is suspended or revoked and you are not otherwise exempt from such membership; (iv) you and your representatives are not licensed or qualified in a state or other jurisdiction in which you sell Fund Shares and there is not an applicable exemption, (v) an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970, as amended, is filed against you, or (vi) the Distribution Agreement between us and a Fund, the Shareholder Services Agreement or the Plan is terminated. This Agreement also will terminate automatically in the event of its assignment as that term is defined in the 1940 Act. We may, in our sole discretion, modify or amend this Agreement upon written notice to you of such modification or amendment, which shall be effective on the date stated in such notice.

20. The provisions of the Plan, the Shareholder Services Agreement and the Distribution Agreement, insofar as they relate to our obligations and the payment of fees hereunder, are incorporated herein by reference. This Agreement shall become effective upon acceptance and execution by us. Unless sooner terminated as provided herein, this Agreement shall continue in full force and effect as long as the continuance of the Plan is approved at least annually by a vote of the Directors of the Corporation, including a majority of the Corporation’s independent directors (as defined in the 1940 Act), cast in person at a meeting called for the purpose of voting thereon.

21. Any notice that is required to be given by the parties to each other under the terms of this Agreement shall be in writing, delivered via courier or mailed postpaid to the other party, or sent via email, as follows:

(a) All communications to us should be sent to:

BMO Investment Distributors, LLC

Attn: Patti Stuettgen

111 East Kilbourn Avenue, Suite 200

Milwaukee, WI 53202

BID.Administration@BMO.com

 

5

(b) Any notice to you shall be duly given if mailed or emailed to you at:

 

Firm Name:

 

Attn:

 

Firm Address:

 

Firm City, State, Zip

 

Email:

 

22. The following is applicable with respect to each of the Funds identified as a money market fund (“MMF”) on Schedule A:

General

 

  (a) You covenant and agree to comply with all applicable terms and conditions of the Prospectus, including, but not limited to, (i) the placing or processing of purchase, redemption, and exchange orders and the timing thereof, (ii) the implementation of liquidity fees and/or redemption gates, and (iii) with respect to retail MMFs (as such term is used or interpreted by the SEC or its staff) (“Retail MMFs”), compliance with shareholder eligibility requirements as disclosed in the Prospectus or as otherwise required by Rule 2a-7 or as interpreted by the SEC or its staff.

 

  (b) Upon MMF’s reasonable request, you agree to promptly provide the MMF or its designee with information separating customer orders received before and after the calculation of NAV or a time after which an MMF imposed, lifted, or modified a liquidity fee or redemption gate for the MMF or its designee to validate the timing of your receipt of orders to purchase, redeem, or exchange the MMF’s shares (“MMF Orders”) in good form.

 

  (c) You will maintain all records (i) required by state and federal law relating to the provision of the services contemplated under the Agreement, (ii) necessary or appropriate to demonstrate its compliance with the terms and conditions of the Prospectus or this Agreement, or (iii) necessary to make required regulatory reports.

Liquidity Fees and Gates

 

  (a) You agree to promptly take such actions reasonably requested by us, to impose, lift, or modify a liquidity fee or redemption gate, or assist us in imposing, lifting, or modifying a liquidity fee or redemption gate.

 

  (b) If an MMF implements a liquidity fee, unless you undertake to calculate and remit liquidity fees in accordance with the MMFs’ reasonable directions, you authorize us to calculate the liquidity fees owed to the MMF as a result of redemptions submitted through you (the “Fee Amount”) following the imposition of the liquidity fee and to withhold an amount equal to the Fee Amount from any redemption proceeds or other payments that you are owed.

 

  (c) You may be notified by an MMF that a liquidity fee or redemption gate has been implemented via email, phone call, website disclosure, or the filing of a supplement to the Prospectus. To facilitate our ability to calculate the Fee Amount, following such notification, you agree to provide us, before each NAV Calculation Time (as described in the Prospectus), with the gross dollar amount and number of MMF shares that your customers tendered for redemption before the NAV Calculation Time and, if requested, after the time at which the liquidity fee was imposed or before the time at which the liquidity fee was terminated or modified, as applicable.

 

  (d) If a redemption gate is implemented by an MMF, you agree to reject any redemption and exchange MMF Orders in the MMF that you receive in good form while the redemption gate is in effect. To the extent required under applicable law or the terms of a MMF’s Prospectus, you further agree to promptly re-confirm with your customers their intent to execute trades submitted during the implementation of a liquidity fee or redemption gate.

 

6

  (e) You acknowledge that an MMF may pay a redemption request that the MMF determines in its sole discretion has been received in good order by the MMF or its agent before the imposition of a liquidity fee or redemption gate, provided, however, that you may be required to provide evidence of receipt of the redemption request in good order prior to the applicable implementation time.

Retail MMFs

 

  (a) To the extent an MMF operates as a Retail MMF, you agree that with respect to any shares of the Retail Fund purchased, or held by or on behalf of your customers, you will (i) adopt and implement policies, procedures and internal controls reasonably designed to limit all beneficial owners of such Retail MMF shares to natural persons (as such term is used or interpreted by the SEC or its staff), (ii) take commercially reasonable efforts to ensure that all current and future beneficial owners of such Retail MMF shares are natural persons, and (iii) promptly redeem any such Retail MMF shares of customers who do not qualify as natural persons.

 

  (b) Upon reasonable request, you will provide (i) copies (or a summary) of the policies, procedures and internal controls required under subsection (a)(i) above, and (ii) information or certification as to the adequacy of such procedures and the effectiveness of their implementation, in such form as may be reasonably satisfactory.

 

  (c) In the event you cannot redeem shares as provided in subparagraph (a)(iii) above, you will promptly notify us and will comply with any requests from the Retail MMF or us relating to the involuntary redemption of such shares (including shares held in an omnibus account).

23. This Agreement shall be construed in accordance with the laws of the State of Wisconsin, excluding the laws on conflicts of laws.

(The remainder of this page has been intentionally left blank)

 

7

 

   BMO INVESTMENT DISTRIBUTORS, LLC

Name of Dealer or Financial Intermediary

(Please Print or Type)*

 

    

  

111 East Kilbourn Avenue, Suite 200

Milwaukee, Wisconsin 53202

Address of Dealer or Financial Intermediary   

 

By:  

 

   By:   

 

  Authorized Officer       Authorized Officer
 

    

Print Name

     

    

Print Name

       
Date:  

 

   Date:   

 

       
Phone:  

 

     
       
Email:  

 

     
       

 

*NOTE:   Please sign and return two copies of this Agreement to

BMO Investment Distributors, LLC

Attention: Patti Stuettgen

111 East Kilbourn Avenue, Suite 200

Milwaukee, WI 53202

Email: BID.Administration@BMO.com

Upon acceptance, one countersigned copy will be returned to you for your files.

 

8

Schedule A to Sales and Services Agreement

As of March 8, 2017

As of the date indicated above, the following Funds and Fund Shares are subject to the Sales and Services Agreement and the compensation payable before waivers to dealers or financial intermediaries pursuant to the Sales and Services Agreement. The Distributor shall not pay out shareholder services fees to a dealer or financial intermediary until the accrued, unpaid amount of shareholder services fees exceeds ten dollars ($10). Each Fund’s Prospectus contains information regarding current waivers and shall control in case of any conflict with this Schedule.

SUMMARY

 

   

Fund

Classification

 

 

FEE*

 

 

 

Class Y

 

 

Class I

 

 

Class A

 

 

Class R3

 

 

Class R6

 

 

Premier Class

 

             
Equity Funds  

0.40%

(40 Basis Points) 

 

 

0.15%

(15 Basis Points) 

 

0.40%

(40 Basis Points) 

 

0.65%

(65 Basis Points) 

 

0.00%

(0 Basis Points)

 

Not

Applicable

             
Fixed Income Funds  

0.25%  

(25 Basis Points) 

 

 

0.00%

(0 Basis Points) 

 

0.25%

(25 Basis Points) 

 

Not

Applicable

 

Not

Applicable

 

Not

Applicable

             

Asset Allocation

Funds

 

0.40% 

(40 Basis Points) 

 

 

0.15%

(15 Basis Points) 

 

Not

Applicable

 

0.65%

(65 Basis Points) 

 

0.00%

(0 Basis Points)

 

Not

Applicable

             

Money Market

Funds

 

0.00-0.25%** 

(0 – 25 Basis Points) 

 

 

Not

Applicable

 

Not

Applicable

 

Not

Applicable

 

Not

Applicable

 

0.00%

(0 Basis Points) 

* Please see following pages for specific fee information.

** Notwithstanding anything in this Agreement to the contrary, you shall be entitled to and the Distributor shall pay you fees with respect to MMF shares up to, and not to exceed, 0.25% (25 basis points), computed in the manner specified in the Funds’ Registration Statement, provided, however, you shall only be entitled to and the Distributor shall only pay you such fees to the extent such fees are remitted to the Distributor first from the Adviser. You shall have no entitlement to fees attributable to MMF shares to the extent such fees are not paid to or collected by the Distributor.

As of May 8, 2017

CLASS Y SHARES

E QUITY F UNDS – C LASS  Y S HARES

 

Fund Name   

  Maximum Sales    
Charge (Load) 
Imposed 

(A) 

  

  Distribution   
(12b-1) Fee 

 

(B) 

  

Shareholder 
  Servicing Fee   

 

(C) 

  

Revenue 
  Share from   
Adviser 

(D) 

  

 Total Fee  

 

 

 (B+C+D)  

BMO Large-Cap Value Fund

   None    None    0.25%    0.15%    0.40%

BMO Large-Cap Growth Fund

   None    None    0.25%    0.15%    0.40%

BMO Mid-Cap Value Fund

   None    None    0.25%    0.15%    0.40%

BMO Mid-Cap Growth Fund

   None    None    0.25%    0.15%    0.40%

BMO Small-Cap Growth Fund

   None    None    0.25%    0.15%    0.40%

BMO Pyrford International Stock Fund

   None    None    0.25%    0.15%    0.40%

 

F IXED I NCOME F UNDS – C LASS  Y S HARES

 

  
Fund Name   

Maximum Sales
Charge (Load)
Imposed

(A)

  

Distribution
(12b-1) Fee

 

(B)

  

Shareholder
Servicing Fee

 

(C)

  

Revenue
Share from
Adviser

(D)

  

Total Fee

 

 

(B+C+D)

BMO Ultra Short Tax-Free Fund

   None    None    0.25%    None    0.25%

BMO Short Tax-Free Fund

   None    None    0.25%    None    0.25%

BMO Short-Term Income Fund

   None    None    0.25%    None    0.25%

BMO Intermediate Tax-Free Fund

   None    None    0.25%    None    0.25%

BMO Strategic Income Fund

   None    None    0.25%    None    0.25%

BMO TCH Corporate Income Fund

   None    None    0.25%    None    0.25%

BMO TCH Core Plus Bond Fund

   None    None    0.25%    None    0.25%

 

A SSET A LLOCATION F UNDS – C LASS  Y S HARES

 

  
Fund Name   

Maximum Sales
Charge (Load)
Imposed

(A)

  

Distribution
(12b-1) Fee

 

(B)

  

Shareholder
Servicing Fee

 

(C)

  

Revenue
Share from
Adviser

(D)

  

Total Fee

 

 

(B+C+D)

BMO In-Retirement Fund

   None    None    0.25%    0.15%    0.40%

BMO Target Retirement 2015 Fund

   None    None    0.25%    0.15%    0.40%

BMO Target Retirement 2020 Fund

   None    None    0.25%    0.15%    0.40%

BMO Target Retirement 2025 Fund

   None    None    0.25%    0.15%    0.40%

BMO Target Retirement 2030 Fund

   None    None    0.25%    0.15%    0.40%

BMO Target Retirement 2035 Fund

   None    None    0.25%    0.15%    0.40%

BMO Target Retirement 2040 Fund

   None    None    0.25%    0.15%    0.40%

BMO Target Retirement 2045 Fund

   None    None    0.25%    0.15%    0.40%

BMO Target Retirement 2050 Fund

   None    None    0.25%    0.15%    0.40%

BMO Target Retirement 2055 Fund

   None    None    0.25%    0.15%    0.40%

BMO Conservative Allocation Fund

   None    None    0.25%    0.15%    0.40%

BMO Moderate Allocation Fund

   None    None    0.25%    0.15%    0.40%

BMO Balanced Allocation Fund

   None    None    0.25%    0.15%    0.40%

BMO Growth Allocation Fund

   None    None    0.25%    0.15%    0.40%

BMO Aggressive Allocation Fund

   None    None    0.25%    0.15%    0.40%

 

2

 

M ONEY M ARKET F UNDS – C LASS  Y S HARES

 

  
Fund Name   

  Maximum Sales   
Charge (Load) 
Imposed 

(A) 

  

 Distribution  
(12b-1) Fee 

 

(B) 

  

Shareholder 
 Servicing Fee  

 

(C) 

  

Revenue 
 Share from  
Adviser 

(D) 

  

 Total Fee 

 

 

 (B+C+D) 

BMO Government Money Market Fund

   None    None    0.00-0.25%*    0.00%    0.00-0.25%*

BMO Tax-Free Money Market Fund

   None    None    0.00-0.25%*    0.00%    0.00-0.25%*

BMO Prime Money Market Fund

   None    None    0.00-0.25%*    0.00%    0.00-0.25%*

BMO Institutional Prime Money Market Fund

   None    None    0.00-0.25%*    0.00%    0.00-0.25%*

 

  * Notwithstanding anything in this Agreement to the contrary, you shall be entitled to and the Distributor shall pay you fees with respect to MMF shares up to, and not to exceed, 0.25% (25 basis points), computed in the manner specified in the Funds’ Registration Statement, provided, however, you shall only be entitled to and the Distributor shall only pay you such fees to the extent such fees are remitted to the Distributor first from the Adviser. You shall have no entitlement to fees attributable to MMF shares to the extent such fees are not paid to or collected by the Distributor.

 

3

CLASS I SHARES

E QUITY F UNDS – C LASS  I S HARES

 

Fund Name   

  Maximum Sales   
Charge (Load) 
Imposed 

(A) 

 

  

  Distribution   
(12b-1) Fee 

 

(B) 

 

  

Shareholder 
  Servicing Fee   

 

(C) 

 

  

Revenue 
  Share from   
Adviser 

(D) 

 

  

 Total Fee 

 

 

 (B+C+D) 

 

BMO Low Volatility Equity Fund

   None    None    None    0.15%    0.15%

BMO Dividend Income Fund

   None    None    None    0.15%    0.15%

BMO Large-Cap Value Fund

   None    None    None    0.15%    0.15%

BMO Large-Cap Growth Fund

   None    None    None    0.15%    0.15%

BMO Mid-Cap Value Fund

   None    None    None    0.15%    0.15%

BMO Mid-Cap Growth Fund

   None    None    None    0.15%    0.15%

BMO Small-Cap Value Fund

   None    None    None    0.15%    0.15%

BMO Small-Cap Core Fund

   None    None    None    0.15%    0.15%

BMO Small-Cap Growth Fund

   None    None    None    0.15%    0.15%

BMO Global Low Volatility Equity Fund

   None    None    None    0.15%    0.15%

BMO Disciplined International Equity Fund

   None    None    None    0.15%    0.15%

BMO Pyrford International Stock Fund

   None    None    None    0.15%    0.15%

BMO LGM Emerging Markets Equity Fund

   None    None    None    0.15%    0.15%

BMO Alternative Strategies Fund

   None    None    None    0.15%    0.15%

BMO Global Long/Short Fund

   None    None    None    0.15%    0.15%

 

F IXED I NCOME F UNDS – C LASS  I S HARES

 

  
Fund Name   

Maximum Sales
Charge (Load)
Imposed

(A)

 

  

Distribution 
(12b-1) Fee 

 

(B)

 

  

Shareholder
Servicing Fee

 

(C)

 

  

Revenue 
Share from 
Adviser 

(D)

 

  

Total Fee

 

 

(B+C+D)

 

BMO TCH Emerging Markets Bond Fund

   None    None    None    None    None

BMO Ultra Short Tax-Free Fund

   None    None    None    None    None

BMO Short Tax-Free Fund

   None    None    None    None    None

BMO Short-Term Income Fund

   None    None    None    None    None

BMO Intermediate Tax-Free Fund

   None    None    None    None    None

BMO Strategic Income Fund

   None    None    None    None    None

BMO TCH Intermediate Income Fund

   None    None    None    None    None

BMO TCH Corporate Income Fund

   None    None    None    None    None

BMO TCH Core Plus Bond Fund

   None    None    None    None    None

BMO High Yield Bond Fund

   None    None    None    None    None

 

4

 

A SSET A LLOCATION F UNDS – C LASS  I S HARES

 

  
Fund Name   

  Maximum Sales   

Charge (Load) 
Imposed 

(A) 

 

  

  Distribution   

(12b-1) Fee 

 

(B) 

 

  

Shareholder 

  Servicing Fee   

 

(C) 

 

  

Revenue 

  Share from   
Adviser 

(D) 

 

  

 Total Fee 

 

 

 (B+C+D) 

 

BMO Conservative Allocation Fund

   None    None    None    0.15%    0.15%

BMO Moderate Allocation Fund

   None    None    None    0.15%    0.15%

BMO Balanced Allocation Fund

   None    None    None    0.15%    0.15%

BMO Growth Allocation Fund

   None    None    None    0.15%    0.15%

BMO Aggressive Allocation Fund

   None    None    None    0.15%    0.15%

 

5

CLASS A SHARES

E QUITY F UNDS – C LASS  A S HARES

 

Fund Name   

  Maximum Sales   

Charge (Load) 
Imposed 

(A) 

 

  

  Distribution   

(12b-1) Fee 

 

(B) 

 

  

Shareholder 

  Servicing Fee   

 

(C) 

 

  

Revenue 

  Share from   
Adviser 

(D) 

 

  

Total Fee

 

 

(B+C+D)

 

BMO Low Volatility Equity Fund

   5.00%    0.25%    None    0.15%    0.40%

BMO Dividend Income Fund

   5.00%    0.25%    None    0.15%    0.40%

BMO Large-Cap Value Fund

   5.00%    0.25%    None    0.15%    0.40%

BMO Large-Cap Growth Fund

   5.00%    0.25%    None    0.15%    0.40%

BMO Mid-Cap Value Fund

   5.00%    0.25%    None    0.15%    0.40%

BMO Mid-Cap Growth Fund

   5.00%    0.25%    None    0.15%    0.40%

BMO Small-Cap Value Fund

   5.00%    0.25%    None    0.15%    0.40%

BMO Small-Cap Core Fund

   5.00%    0.25%    None    0.15%    0.40%

BMO Small-Cap Growth Fund

   5.00%    0.25%    None    0.15%    0.40%

BMO Global Low Volatility Equity Fund

   5.00%    0.25%    None    0.15%    0.40%

BMO Disciplined International Equity Fund

   5.00%    0.25%    None    0.15%    0.40%

BMO Pyrford International Stock Fund

   5.00%    0.25%    None    0.15%    0.40%

BMO LGM Emerging Markets Equity Fund

   5.00%    0.25%    None    0.15%    0.40%

BMO Alternative Strategies Fund

   5.00%    0.25%    None    0.15%    0.40%

BMO Global Long/Short Equity Fund

   5.00%    0.25%    None    0.15%    0.40%

Equity Funds – Class A Shares Sales Load Schedule

 

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.

 

6

FIXED INCOME FUNDS – C LASS  A S HARES

 

Fund Name   

  Maximum Sales   

Charge (Load) 
Imposed 

(A) 

 

  

  Distribution   

(12b-1) Fee 

 

(B) 

 

  

Shareholder 

  Servicing Fee   

 

(C) 

 

  

Revenue 

  Share from   
Adviser 

(D) 

 

  

Total Fee

 

 

(B+C+D)

 

BMO TCH Emerging Markets Bond Fund

   3.50%    0.25%    None    None    0.25%

BMO Ultra Short Tax-Free Fund

   2.00%    0.25%    None    None    0.25%

BMO Short Tax-Free Fund

   2.00%    0.25%    None    None    0.25%

BMO Short-Term Income Fund

   2.00%    0.25%    None    None    0.25%

BMO Intermediate Tax-Free Fund

   3.50%    0.25%    None    None    0.25%

BMO Strategic Income Fund

   3.50%    0.25%    None    None    0.25%

BMO TCH Intermediate Income Fund

   3.50%    0.25%    None    None    0.25%

BMO TCH Corporate Income Fund

   3.50%    0.25%    None    None    0.25%

BMO TCH Core Plus Bond Fund

   3.50%    0.25%    None    None    0.25%

BMO High Yield Bond Fund

   3.50%    0.25%    None    None    0.25%

Fixed Income Funds – Class A Shares Sales Load Schedule

TCH Emerging Markets Bond Fund, Mortgage Income Fund, TCH Intermediate Income Fund, and High Yield Bond Fund.

 

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 $100,000

   3.50%    3.63%    3.50%

$100,000–$249,999  

   3.00%    3.09%    3.00%

$250,000–$499,999  

   2.25%    2.30%    2.25%

$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 CDSC of 1.00% will apply to shares redeemed within 18 months of purchase.

 

7

Intermediate Tax-Free Fund, TCH Corporate Income Fund, and TCH Core Plus Bond Fund:

 

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 $100,000

   3.50%    3.63%    3.50%

$100,000–$249,999  

   3.00%    3.09%    3.00%

$250,000–$499,999  

   2.25%    2.30%    2.25%

$500,000–$999,999  

   1.75%    1.70%    1.75%

$1,000,000–$4,999,999  

   0.00%    0.00%    0.55%

$5,000,000–$9,999,999  

   0.00%    0.00%    0.50%

$10,000,000–$49,999,999  

   0.00%    0.00%    0.40%

$50,000,000 and above

   0.00%    0.00%    0.25%
  * For purchases of $1,000,000 and above, a CDSC of 0.55% will apply to shares redeemed within 18 months of purchase.

Ultra Short Tax-Free Fund, Short Tax-Free Fund, and Short-Term Income Fund:

 

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 $100,000

   2.00%    2.04%    2.00%

$100,000–$249,999  

   1.50%    1.52%    1.50%

$250,000–$499,999  

   1.00%    1.01%    1.00%

$500,000–$999,999  

   0.75%    0.76%    0.75%

$1,000,000–$4,999,999  

   0.00%    0.00%    0.55%

$5,000,000–$9,999,999  

   0.00%    0.00%    0.50%

$10,000,000–$49,999,999  

   0.00%    0.00%    0.40%

$50,000,000 and above

   0.00%    0.00%    0.25%
  * For purchases of $1,000,000 and above, a CDSC of 0.55% will apply to shares redeemed within 18 months of purchase.

 

8

CLASS R3 SHARES

E QUITY F UNDS – C LASS  R3 S HARES

 

Fund Name   

  Maximum Sales   

Charge (Load) 
Imposed 

(A) 

 

  

  Distribution   

(12b-1) Fee 

 

(B) 

 

  

Shareholder 

  Servicing Fee   

 

(C) 

 

  

Revenue 

  Share from   
Adviser 

(D) 

 

  

Total Fee

 

 

(B+C+D)

 

BMO Mid-Cap Value Fund

   None    0.50%    None    0.15%    0.65%

BMO Mid-Cap Growth Fund

   None    0.50%    None    0.15%    0.65%

BMO Small-Cap Value Fund

   None    0.50%    None    0.15%    0.65%

BMO Disciplined International Equity Fund

   None    0.50%    None    0.15%    0.65%

BMO Pyrford International Stock Fund

   None    0.50%    None    0.15%    0.65%

 

A SSET A LLOCATION F UNDS – C LASS  R3 S HARES

 

  
Fund Name   

  Maximum Sales   

Charge (Load) 
Imposed 

(A) 

 

  

  Distribution   

(12b-1) Fee 

 

(B) 

 

  

Shareholder 

  Servicing Fee   

 

(C) 

 

  

Revenue 

  Share from   
Adviser 

(D) 

 

  

Total Fee

 

 

(B+C+D)

 

BMO In-Retirement Fund

   None    0.50%    None    0.15%    0.65%

BMO Target Retirement 2015 Fund

   None    0.50%    None    0.15%    0.65%

BMO Target Retirement 2020 Fund

   None    0.50%    None    0.15%    0.65%

BMO Target Retirement 2025 Fund

   None    0.50%    None    0.15%    0.65%

BMO Target Retirement 2030 Fund

   None    0.50%    None    0.15%    0.65%

BMO Target Retirement 2035 Fund

   None    0.50%    None    0.15%    0.65%

BMO Target Retirement 2040 Fund

   None    0.50%    None    0.15%    0.65%

BMO Target Retirement 2045 Fund

   None    0.50%    None    0.15%    0.65%

BMO Target Retirement 2050 Fund

   None    0.50%    None    0.15%    0.65%

BMO Target Retirement 2055 Fund

   None    0.50%    None    0.15%    0.65%

BMO Conservative Allocation Fund

   None    0.50%    None    0.15%    0.65%

BMO Moderate Allocation Fund

   None    0.50%    None    0.15%    0.65%

BMO Balanced Allocation Fund

   None    0.50%    None    0.15%    0.65%

BMO Growth Allocation Fund

   None    0.50%    None    0.15%    0.65%

BMO Aggressive Allocation Fund

   None    0.50%    None    0.15%    0.65%

 

9

CLASS R6 SHARES

E QUITY F UNDS – C LASS  R6 S HARES

 

Fund Name   

  Maximum Sales   

Charge (Load) 
Imposed 

(A) 

 

  

 Distribution  

(12b-1) Fee 

 

(B) 

 

  

Shareholder 

 Servicing Fee  

 

(C) 

 

  

Revenue 

 Share from  
Adviser 

(D)

 

  

Total Fee

 

 

(B+C+D)

 

BMO Large-Cap Value Fund

   None    None    None    None    None

BMO Large-Cap Growth Fund

   None    None    None    None    None

BMO Mid-Cap Value Fund

   None    None    None    None    None

BMO Mid-Cap Growth Fund

   None    None    None    None    None

BMO Small-Cap Value Fund

   None    None    None    None    None

BMO Disciplined International Equity Fund

   None    None    None    None    None

BMO Pyrford International Stock Fund

   None    None    None    None    None

 

A SSET A LLOCATION F UNDS – C LASS  R6 S HARES

 

  
Fund Name   

  Maximum Sales   

Charge (Load) 
Imposed 

(A) 

 

  

Distribution 

(12b-1) Fee 

 

(B) 

 

  

Shareholder 

Servicing Fee 

 

(C) 

 

  

Revenue 

Share from 
Adviser 

(D) 

 

  

Total Fee

 

 

(B+C+D)

 

BMO In-Retirement Fund

   None    None    None    None    None

BMO Target Retirement 2015 Fund

   None    None    None    None    None

BMO Target Retirement 2020 Fund

   None    None    None    None    None

BMO Target Retirement 2025 Fund

   None    None    None    None    None

BMO Target Retirement 2030 Fund

   None    None    None    None    None

BMO Target Retirement 2035 Fund

   None    None    None    None    None

BMO Target Retirement 2040 Fund

   None    None    None    None    None

BMO Target Retirement 2045 Fund

   None    None    None    None    None

BMO Target Retirement 2050 Fund

   None    None    None    None    None

BMO Target Retirement 2055 Fund

   None    None    None    None    None

BMO Conservative Allocation Fund

   None    None    None    None    None

BMO Moderate Allocation Fund

   None    None    None    None    None

BMO Balanced Allocation Fund

   None    None    None    None    None

BMO Growth Allocation Fund

   None    None    None    None    None

BMO Aggressive Allocation Fund

   None    None    None    None    None

 

10

PREMIER CLASS SHARES

M ONEY M ARKET F UNDS – P REMIER C LASS  S HARES

 

Fund Name   

  Maximum Sales   

Charge (Load) 
Imposed 

(A) 

 

  

 Distribution  

(12b-1) Fee 

 

(B) 

 

  

Shareholder 

 Servicing Fee  

 

(C) 

 

  

Revenue 

 Share from  
Adviser 

(D) 

 

  

Total Fee

 

 

(B+C+D)

 

BMO Government Money Market Fund

   None    None    None    None    None

BMO Tax-Free Money Market Fund

   None    None    None    None    None

BMO Prime Money Market Fund

   None    None    None    None    None

BMO Institutional Prime Money Market Fund

   None    None    None    None    None

 

11

CLASS F3 SHARES

E QUITY F UNDS – C LASS  F3 S HARES

 

Fund Name   

 Maximum Sales  

Charge (Load) 
Imposed 

(A) 

 

  

 Distribution  

(12b-1) Fee 

 

(B) 

 

  

Shareholder 

 Servicing Fee  

 

(C) 

 

  

Revenue 

 Share from  
Adviser 

(D) 

 

  

Total Fee 

 

 

(B+C+D) 

 

BMO Pyrford International Stock Fund

   None    None    None    None    None

 

12

Exhibit N1

BMO FUNDS, INC.

AMENDED AND RESTATED MULTIPLE CLASS PLAN

(For all Funds except the Target Date Funds and Target Risk Funds)

This Multiple Class Plan (“Plan”) is adopted on November 4, 2015 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, administrative services, and the distribution of securities 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

BMO Institutional Prime Money Market Fund

Effective November 9, 2016

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

 

A-1

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.

ADMINISTRATION FEES

Class Y Shares are subject to an administration fee equal to 0.15% of the average daily net asset value of the Class Y Shares.

MINIMUM INVESTMENTS

The minimum initial investment in Class Y Shares is set forth in the currently effective prospectus(es) applicable to the Funds.

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.

ADMINISTRATION FEES

Administration 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.

 

A-2

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 Fund’s prospectus or statement of additional information.

 

A-3

EXHIBIT B

to the

Multiple Class Plan

BMO FUNDS, INC.

CLASS I SHARES

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 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 Global Low Volatility Equity Fund

BMO Small-Cap Core Fund

BMO Alternative Strategies Fund

BMO Disciplined International Equity Fund

BMO Global Long/Short Equity Fund

Effective November 9, 2016

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

 

B-1

Class I Shares are designed for sale to institutional investors and employees of BMO Financial Corp. and its subsidiaries (“BMO Employees”), their spouse or domestic partner, and their children.

SALES LOAD

None

DISTRIBUTION FEES

None

SHAREHOLDER SERVICE FEES

None

ADMINISTRATION FEES

Class I Shares are subject to an administration fee equal to 0.15% of the average daily net asset value of the Class I Shares.

MINIMUM INVESTMENTS

The minimum initial investment in Class I Shares is set forth in the currently effective prospectus(es) applicable to the Funds.

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

ADMINISTRATION FEES

Administration Fees are allocated equally among the Class I Shares of each Fund.

 

B-2

3. CONVERSION FEATURES

If a shareholder’s investment in the Class I Shares of a Fund falls below the minimum investment for such Fund as set forth above, the Corporation may, in its discretion, convert the shareholder’s Class I Shares to Class Y Shares of the same Fund.

 

4. EXCHANGE FEATURES

Class I Shares of any Fund may be exchanged for Shares of other Funds of the Corporation pursuant to the conditions described in the applicable prospectus. 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 Fund’s prospectus or statement of additional information.

 

B-3

EXHIBIT C

to the

Multiple Class Plan

BMO FUNDS, INC.

PREMIER CLASS SHARES

BMO Prime Money Market Fund

BMO Government Money Market Fund

BMO Tax-Free Money Market Fund

BMO Institutional Prime Money Market Fund

Effective November 9, 2016

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

Premier Class Shares are designed for sale to investors who qualify for investment in such shares as set forth in the currently effective prospectus applicable to the Funds.

SALES LOAD

None

DISTRIBUTION FEES

None

SHAREHOLDER SERVICE FEES

None

ADMINISTRATION FEES

Premier Class Shares are subject to an administration fee equal to 0.15% of the average daily net asset value of the Premier Class Shares.

 

C-1

MINIMUM INVESTMENTS

The minimum initial investment in Premier Class Shares is set forth in the currently effective prospectus applicable to the Funds.

VOTING RIGHTS

Each Premier Class 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

ADMINISTRATION FEES

Administration Fees are allocated equally among the Premier Class Shares of each Fund.

 

3. CONVERSION FEATURES

If a shareholder’s investment in the Premier Class Shares of a Fund falls below the minimum investment for such Fund as set forth above, the Corporation may, in its discretion, convert the shareholder’s Premier Class Shares to Class Y Shares of the same Fund.

 

4. EXCHANGE FEATURES

Premier Class Shares of any Fund may be exchanged for Shares of other Funds of the Corporation pursuant to the conditions described in the applicable prospectus. Premier Class 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 Fund’s prospectus or statement of additional information.

 

C-2

EXHIBIT D

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 Small-Cap Growth Fund

BMO Global Low Volatility 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 High Yield Bond Fund

BMO Alternative Strategies Fund

BMO Disciplined International Equity Fund

BMO Global Long/Short Equity Fund

Effective February 8, 2017

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

 

D-1

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

ADMINISTRATION FEES

Class A Shares are subject to an administration fee equal to 0.15% of the average daily net asset value of the Class A Shares.

MINIMUM INVESTMENTS

The minimum initial investment in Class A Shares is set forth in the currently effective prospectus(es) applicable to the Funds.

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

 

D-2

ADMINISTRATION FEES

Administration Fees are allocated equally among the Class A Shares of each Fund.

 

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 Fund’s prospectus or statement of additional information.

 

D-3

EXHIBIT E

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 November 9, 2016

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

ADMINISTRATION FEES

Class R3 Shares are subject to an administration fee equal to 0.15% of the average daily net asset value of the Class R3 Shares.

 

E-1

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

ADMINISTRATION FEES

Administration Fees are allocated equally among the Class R3 Shares of each Fund.

 

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 Fund’s prospectus or statement of additional information.

 

E-2

EXHIBIT F

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

BMO Large-Cap Value Fund

BMO Large-Cap Growth Fund

Effective November 9, 2016

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

ADMINISTRATION FEES

None

 

F-1

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.

 

2. EXPENSE ALLOCATION

DISTRIBUTION FEES

None

SHAREHOLDER SERVICE FEES

None

ADMINISTRATION 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 Fund’s prospectus or statement of additional information.

 

F-2

EXHIBIT G

to the

Multiple Class Plan

BMO FUNDS, INC.

CLASS F3 SHARES

BMO Pyrford International Stock Fund

Effective May 8, 2017

This Exhibit to the Multiple Class Plan (the “Plan”) is hereby adopted by the above-listed portfolio of the Corporation (“Fund”) pursuant to Sections 2, 3, 4, and 5 of the Plan with regard to the Class F3 Shares of the Fund.

 

1. SEPARATE ARRANGEMENTS

CHANNEL/TARGET CUSTOMERS

Class F3 Shares are designed for sale to intermediaries who do not require any payment or reimbursement from a Fund for use in a fee-based wrap program.

SALES LOAD

None

DISTRIBUTION FEES

None

SHAREHOLDER SERVICES FEES

None

ADMINISTRATION FEES

None

VOTING RIGHTS

Each Class F3 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

 

G-1

DISTRIBUTION FEES

None

SHAREHOLDER SERVICE FEES

None

ADMINISTRATION FEES

None

 

3. CONVERSION FEATURES

Class R6 Shares are not convertible into shares of any other class.

 

4. EXCHANGE FEATURES

Class F3 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 F3 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 Fund’s prospectus or statement of additional information.

 

G-2