 | 833 EAST MICHIGAN STREET • SUITE 1800 | |
MILWAUKEE, WISCONSIN 53202-5615
TEL • 414.273.3500 FAX • 414.273.5198
WWW.GKLAW.COM |
April 2, 2018
VIA EDGAR
Ms. Deborah O’Neal-Johnson
U.S. Securities and Exchange Commission
Division of Investment Management
Judiciary Plaza
100 F Street, N.E.
Washington, D.C. 20543
| Re: | BMO Funds, Inc. (the “Registrant”) |
File Nos.33-48907 and811-58433
Dear Ms. O’Neal-Johnson:
This letter responds to oral comments received from you on Monday, March 26, 2018, regarding the preliminary proxy statement on Schedule 14A filed by the BMO Pyrford International Stock Fund (the “International Stock Fund”), the BMOMid-Cap Value Fund (the“Mid-Cap Value Fund”) and the BMOSmall-Cap Value Fund (the“Small-Cap Value Fund” and, together with theMid-Cap Value Fund, the “Value Funds”).
Your comments and the Registrant’s responses are set forth below. Capitalized terms used in this response letter but not defined herein shall have the same meaning as in the preliminary proxy statement. Please note that concurrently with the filing of this response letter, the Registrant is filing a definitive proxy statement for the Funds pursuant to Rule14a-6(b) under the Securities Exchange Act of 1934, as amended, which incorporates the comments specified below. The Registrant anticipates mailing the definite proxy statement to shareholders of the Funds on or about April 10, 2018.
Comments Relating to the International Stock Fund
| 1. | Comment: Please add the word “Conversion” before the word “Proposal” at the beginning of the bolded proposal language on page 2 of the proxy statement. |
Response: The requested change has been made.
| 2. | Comment: Please include an estimate of the conversion costs in the proxy statement in the section entitled “Expenses” on page 4. |
Response: The requested change has been made.
OFFICES IN MILWAUKEE, MADISON, WAUKESHA, GREEN BAY AND APPLETON, WISCONSIN AND WASHINGTON, D.C.
GODFREY & KAHN, S.C. IS A MEMBER OF TERRALEX,® A WORLDWIDE NETWORK OF INDEPENDENT LAW FIRMS.
Ms. O’Neal-Johnson
April 2, 2018
Page 2
| 3. | Comment:Please bold the second sentence under “Comparison of Class Y and Class A Shares” on page 4 of the proxy statement relating to information about fees and expenses. |
Response: The requested change has been made.
Comments Relating to the Value Funds
| 1. | Comment: Please add to the Questions and Answers that precede the proxy statement a question and answer relating to the reasons the Value Funds’ adviser recommended the liquidation, rather than the conversion, of the Class R3 shares of the Value Funds. |
Response: The requested change has been made.
| 2. | Comment: Please add to the Questions and Answers that precede the proxy statement a brief statement about the federal income tax treatment of Individual Retirement Account (“IRA”) investors and include a cross-reference to the more lengthy discussion of IRAs in the proxy statement. |
Response: The requested change has been made.
| 3. | Comment: Please add the word “Liquidation” before the word “Proposal” at the beginning of the bolded proposal language on page 8 of the proxy statement. |
Response: The requested change has been made.
| 4. | Comment: Please clarify the meaning of the last sentence of the section entitled “Satisfaction of Federal Income and Excise Tax Distribution Requirements” on page 9 of the proxy statement. |
Response: The requested clarification has been made.
| 5. | Comment: Please include an estimate of the liquidation costs in the proxy statement under the section entitled “Expenses” on page 10. |
Response: The requested change has been made.
Comments Relating to the Proxy Cards
| 1. | Comment: Please add the word “Conversion” before the word “Proposal” on the proxy card for the International Stock Fund. |
Response: The requested change has been made.
Ms. O’Neal-Johnson
April 2, 2018
Page 3
| 2. | Comment: Please add the word “Liquidation” before the word “Proposal” on the proxy cards for each of the Value Funds. |
Response: The requested change has been made.
* * *
If you have any questions regarding these responses, please contact the undersigned at (414)287-9648.
Very truly yours,
GODFREY & KAHN, S.C.
/s/ Julie A. D’Angelo
Julie A. D’Angelo |
| cc: | Working Group |