BMO FUNDS, INC.

BMO FUNDS, INC.

BMO Mid-Cap Growth Fund, BMO Small-Cap Value Fund, and BMO Small-Cap Growth Fund

Supplement dated November 7, 2013 to the Prospectus dated December 28, 2012, as supplemented
April 9, 2013, May 10, 2013, June 14, 2013, July, 24, 2013, August 21, 2013, and September 5, 2013

The following tables have been revised to show the Acquired Fund Fees and Expenses associated with Business Development Companies in accordance with applicable requirements.

BMO Mid-Cap Growth Fund

The information in the Prospectus under “Fund Summary – BMO Mid-Cap Growth Fund – Fees and Expenses of the Fund” and “– Example” is replaced with the following:

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.


	Class Y	Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None	None
Redemption Fee (as a percentage of amount redeemed, for shares held less than 30 days)	None	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.75%	0.75%
Distribution (12b-1) Fees	None	None
Other Expenses	0.49%	0.24%
Acquired Fund Fees and Expenses⁽¹⁾	0.12%	0.12%
Total Annual Fund Operating Expenses⁽²⁾	1.36%	1.11%

(1)

Acquired Fund Fees and Expenses represent the pro rata expense indirectly incurred by the Fund as a result of its investment in other investment companies, including business development companies. Expenses of business development companies are similar to expenses paid by any operating company held by the Fund. These expenses are not direct costs paid by Fund shareholders, do not impact costs associated with fund operations and are not included in the Fund’s financial statements. Accordingly, Total Annual Fund Operating Expenses shown above will not correlate to the Fund’s ratios of expenses to average net assets appearing in the Financial Highlights tables, which do not include Acquired Fund Fees and Expenses.

(2)

BMO Asset Management Corp. (Adviser) has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent class total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs, and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business, and Acquired Fund Fees and Expenses) from exceeding 1.24% for Class Y and 0.99% for Class I through December 31, 2013. The Adviser may not terminate this arrangement prior to December 31, 2013 unless the investment advisory agreement is terminated.

Example

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


	Class Y	Class I
1 Year	$ 138	$ 113
3 Years	$ 431	$ 353
5 Years	$ 745	$ 612
10 Years	$ 1,635	$ 1,352

BMO Small-Cap Value Fund

The information in the Prospectus under “Fund Summary – BMO Small-Cap Value Fund – Fees and Expenses of the Fund” and “– Example” is replaced with the following:

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.


	Class Y	Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None	None
Redemption Fee (as a percentage of amount redeemed, for shares held less than 30 days)	None	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.75%	0.75%
Distribution (12b-1) Fees	None	None
Other Expenses	1.00%	0.75%
Acquired Fund Fees and Expenses⁽¹⁾	0.11%	0.11%
Total Annual Fund Operating Expenses	1.86%	1.61%
Fee Waiver and Expense Reimbursement⁽²⁾	(0.51%)	(0.51%)
Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement⁽²⁾	1.35%	1.10%

(1)

(2)

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 1.24% for Class Y and 0.99% for Class I through December 31, 2013. The Adviser may not terminate this arrangement prior to December 31, 2013 unless the investment advisory agreement is terminated.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are as shown in the table and remain the same. The costs in the one-year example and for the first year of the three-, five-, and ten-year examples reflect the Adviser’s agreement to waive fees and reimburse expenses through December 31, 2013. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:


	Class Y	Class I
1 Year	$ 137	$ 112
3 Years	$ 535	$ 458
5 Years	$ 958	$ 828
10 Years	$ 2,138	$ 1,868

BMO Small-Cap Growth Fund

The information in the Prospectus under “Fund Summary – BMO Small-Cap Growth Fund – Fees and Expenses of the Fund” and “– Example” is replaced with the following:

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.


	Class Y	Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None	None
Redemption Fee (as a percentage of amount redeemed, for shares held less than 30 days)	None	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	1.00%	1.00%
Distribution (12b-1) Fees	None	None
Other Expenses	0.46%	0.21%
Acquired Fund Fees and Expenses⁽¹⁾	0.15%	0.15%
Total Annual Fund Operating Expenses	1.61%	1.36%
Fee Waiver and Expense Reimbursement⁽²⁾	(0.02%)	(0.02%)
Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement⁽²⁾	1.59%	1.34%

(1)

(2)

BMO Asset Management Corp. (Adviser) has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent class total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs, and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business, and Acquired Fund Fees and Expenses) from exceeding 1.44% for Class Y and 1.19% for Class I through December 31, 2013. The Adviser may not terminate this arrangement prior to December 31, 2013 unless the investment advisory agreement is terminated.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are as shown in the table and remain the same. The costs in the one-year example and for the first year of the three-, five-, and ten-year examples reflect the Adviser’s agreement to waive fees and reimburse expenses through December 31, 2013. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:


	Class Y	Class I
1 Year	$ 162	$ 136
3 Years	$ 506	$ 429
5 Years	$ 874	$ 743
10 Years	$ 1,909	$ 1,633

Thank you for your investment in BMO Funds. If you have any questions, please contact BMO Investor Services at 1-800-236-FUND (3863).

This supplement should be retained with your Prospectus for future reference.