BMO Monthly Dividend Fund Ltd.(the “Fund”)

[Pages:8]BMO Monthly Dividend Fund Ltd. (the "Fund")

(formerly "BMO Guardian Monthly Dividend Fund Ltd.")

For the period ended December 31, 2013 ? Manager: BMO Investments Inc. (the "Manager" or "BMOII") Portfolio Manager: Guardian Capital LP (the "portfolio manager")

2013 Annual Management Report of Fund Performance

This annual management report of fund performance contains financial highlights but does not contain the complete annual financial statements of the Fund. If the annual financial statements of the Fund do not accompany the mailing of this report, you may obtain a copy of the annual financial statements at your request, and at no cost, by calling 1-800-668-7327, by writing to us at BMO Investments Inc., 1 First Canadian Place, 43rd Floor, 100 King Street West, Toronto, Ontario, M5K 1A1 or by visiting our website at advisor or SEDAR at . You may also contact us using one of these methods to request a copy of the Fund's proxy voting policies and procedures, proxy voting disclosure record and/or quarterly portfolio disclosure.

MANAGEMENT DISCUSSION OF FUND PERFORMANCE

Investment Objective and Strategies The Fund's objective is to generate a high level of taxefficient income with moderate volatility by investing primarily in a portfolio of high quality preferred shares of Canadian corporations.

The Fund attempts to achieve its objective by investing primarily in exchangeable fixed/floating rate, floating rate, perpetual or retractable preferred shares of large capitalization Canadian corporations. The portfolio manager attempts to add value by purchasing preferred shares where evaluations of the instrument do not reflect the underlying credit quality.

Risk No changes affecting the overall level of risk associated with investing in the Fund were made during the period. The risks of this Fund remain as discussed in the Fund's most recent simplified prospectus or its amendments.

Results of Operations Over the 12-month period ended December 31, 2013 (the "period"), Advisor Series shares of the Fund returned 3.92%. Please see Past Performance for information on the performance returns of the Fund's other series.

During the period, Canadian equity markets were volatile, with stocks finishing in negative territory for the first six months driven mainly by weakness in gold and base metal stocks. However, the markets recovered nicely in the third and fourth quarters to finish the year on a strong note despite the lack of contribution from gold stocks. In addition, to continued weakness in gold stocks, interest sensitive sectors such as Utilities and real estate investment trusts ("REITs") were also negatively impacted by rising bond yields.

Canadian government bond yields were roughly flat through the spring of 2013, but then rose materially into year end, pushing prices lower. The 10-year Canada bond yield increased 95 basis points to end the period with a yield of 2.75%, after starting the year at 1.80%. The surge in bond yields was initially driven by expectations that the U.S. Federal Reserve Board (the "Fed") would begin to reduce its quantitative easing program (a US$85 billion monthly bond buying program), resulting in a reduction in the aggressive monetary stimulus strategy that had been in place for some time. After not acting in September, as was widely expected, the Fed began tapering (i.e., monetary stimulus reduction) their quantitative easing program at their December meeting on signs of a continued recovery in the U.S. economy.

With regards to preferred shares, floating rate preferreds was the best performing sector, followed by retractables and rate resets. Straight perpetuals were the worst performing group, as expected, in a rising interest rate environment. The Fund's exposure to preferred shares and equities was positive, driven by good security selection. The Fund's overweight position in equities and underweight in preferred shares was also positive. Within preferred shares, the main contributors to positive relative performance was the Fund being underweight in non-bank straight perpetual preferred shares and overweight in floating rate and retractable preferred shares, which were the best performing segments of the market.

Within equities, good stock selection within Energy, Financials and Consumer Discretionary sectors were the biggest contributors to outperformance. Within Energy, AltaGas Ltd., Keyera Corp. and Peyto Exploration &

BMO Monthly Dividend Fund Ltd.

Development Corp. added the most value, as did avoiding poorly performing Encana Corp. Within the Financials sector, being underweight to REITs and avoiding Calloway REIT and Dundee REIT were positives. In addition, Manulife Financial Corporation added value, as did Brookfield Office Properties Inc. and Intact Financial Corporation. On the negative side, good stock selection within the Industrials sector was not enough to offset the negative impact from being underweight to the sector overall.

The Fund remains overweight in banks and diversified financials, and underweight in REITs. Although concerns about rising interest rates will likely continue to weigh on the REIT segment, valuations have become much more reasonable with the average REIT trading at a 10% discount to net asset value. The portfolio manager continues to favour REITs with the expectation of providing above average growth in a rising interest rate environment.

Recent Developments The portfolio manager expects a period of moderately rising interest rates in 2014. To mitigate the risk in the portfolio, the portfolio manager continues to be underweight in straight perpetual preferred shares and overweight in retractable preferred shares and floating rate preferred shares, as well as, being underweight in preferred shares relative to common stocks. The portfolio manager believes that equities will continue to outperform preferred shares.

The decision by the Fed to begin tapering their quantitative easing program will lead to moderately rising bond yields in the U.S. and Canada, creating challenges for the preferred share market. While short-term interest rates may not rise in the near term, the portfolio manager believes the risk is for medium and long-term bond yields to move higher. In that environment, it will be difficult for preferred shares to outperform equities. The portfolio manager remains positive on the outlook for the Canadian equity market in 2014. While risks remain, the portfolio manager believes that a continued recovery in the U.S. economy, coupled with a soft landing of the Chinese economy should be supportive of Canadian economic growth and stock market returns. In addition, while risks remain in Europe and the road to recovery will be long, it appears that the worst of the financial crisis is now in the past.

A likely positive catalyst for equities is a continued outflow of funds from fixed income investments into equities, as investors grapple with rising interest rates. The portfolio manager believes that dividend paying stocks will be a beneficiary of these funds flow, despite investors' concerns about the impact of rising interest rates on valuations. 2013 demonstrated that dividend-paying stocks can continue to perform well in a rising interest rate environment.

Future Accounting Standards Canadian investment entities will be required to prepare their financial statements in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board, for fiscal years beginning on or after January 1, 2014. As a result, the Fund will report its financial results for the interim period ending June 30, 2014, prepared on an IFRS basis. It will also provide comparative data on an IFRS basis, including an opening balance sheet as at January 1, 2013 (transition date).

The differences between the Fund's accounting policies under Canadian generally accepted accounting principles (GAAP) and IFRS requirements will result in measurement and recognition differences on transition to IFRS. The net impact of these differences will be recorded in the increase/ decrease in net assets attributable to redeemable shareholders.

Significant Accounting Changes Resulting from Our Adoption of IFRS The main accounting changes listed below should not be considered a comprehensive list of impacts of adopting IFRS, but rather the most significant of certain key changes.

The framework for fair valuation is set out under IFRS 13 Fair Value Measurement, which includes the requirements for the measurement and disclosure of fair value. If an asset or liability measured at fair value has a bid price and an ask price, the standard requires valuation to be based on a price within the bid-ask spread that is most representative of fair value. The standard allows the use of mid-market pricing or other pricing conventions that are used by market participants as a practical means for fair value measurements within a bid-ask spread. Thus this standard will impact the net assets per share for financial statement reporting purposes compared to current standards, and may also result in the elimination of the differences between the net asset per share and net asset value per share ("NAVPS") at the financial statement reporting date.

While IFRS does not require interest income to be disclosed for debt instruments measured at fair value through profit or loss, when interest income is disclosed, IFRS requires that the effective interest rate method of calculating accrued interest be used rather than the straight-line amortization method. The Manager is assessing the impact of this change to the Fund's financial statements. The Manager has not identified any changes that will impact NAVPS as a result of the transition to IFRS.

BMO Monthly Dividend Fund Ltd.

Where the Fund holds controlling interest in an investment, it is the Manager's expectation that the Fund will qualify as an investment entity in accordance with IFRS 10 Consolidated Financial Statements. As such, the Fund will not be required to consolidate its investments, but rather to hold the investments at fair value through profit or loss regardless of whether those investments are controlled. If the Fund fair values the investments it controls, it may be required to make additional financial statement disclosures on its controlled investments in accordance with IFRS 12 Disclosure of Interests in Other Entities ("IFRS 12"). IFRS 12 also requires additional disclosures if the Fund is determined to qualify as an investment entity without having all of the typical characteristics of an investment entity.

The criteria contained within IAS 32 Financial Instruments: Presentation ("IAS 32") will result in the classification of the shareholders' equity as a liability within the Fund's Statement of Net Assets, unless all conditions required for equity classification are met. The Manager is currently assessing the Fund's shareholder structure to determine classification under IAS 32.

Under IFRS, cash flows statement is one of the primary financial statements required to be presented. The Fund will therefore be presenting cash flows statement in its set of financial statements in accordance with the presentation requirements in IAS 7 Statement of Cash Flows.

RELATED PARTY TRANSACTIONS

BMOII, an indirect, wholly-owned subsidiary of Bank of Montreal, is the Manager of the Fund. From time to time, the Manager may, on behalf of the Fund, enter into transactions or arrangements with, or involving, other members of BMO Financial Group, or certain other persons or companies that are related or connected to the Manager (each a "Related Party"). The purpose of this section is to provide a brief description of any transaction involving the Fund and a Related Party.

Buying and Selling Securities Conducting Inter-Fund Trades During the Period, the Manager relied on an approval and standing instruction provided by the Fund's Independent Review Committee ("IRC") with respect to inter-fund trades (each, a "Related Party Transaction"). In accordance with the IRC's approval and standing instruction, in making a decision to cause the Fund to make a Related Party Transaction, the Manager and portfolio manager of the Fund, is required to comply with the Manager's written policies and procedures governing the Related Party

Transaction and report periodically to the IRC, describing each instance that the Manager and/or portfolio manager relied on the approval and standing instruction and their compliance or non-compliance with the governing policies and procedures. The governing policies and procedures are designed to ensure the Related Party Transaction (i) is made free from any influence of Bank of Montreal ("BMO"), BMO Nesbitt Burns Inc. or an associate or affiliate of BMO and/or BMO Nesbitt Burns Inc. and without taking into account any considerations relevant to BMO, BMO Nesbitt Burns Inc. or an associate or affiliate of BMO and/or BMO Nesbitt Burns Inc., (ii) represents the business judgment of the portfolio manager, uninfluenced uninfluenced by considerations other than the best interests of the Fund, and (iii) achieves a fair and reasonable result for the Fund.

Brokerage Commissions The Fund pays standard brokerage commissions at market rates to BMO Nesbitt Burns Inc., an affiliate of the Manager, for executing a portion of its trades. The brokerage commissions charged to the Fund (excluding exchange and other fees) during the periods were as follows:

Period ended

Period ended

December 31, 2013 December 31, 2012

($)

($)

Total brokerage commissions

$

265,994

422,475

Brokerage commissions paid

to BMO Nesbitt Burns Inc.

$

57,536

100,843

Administration Services The Manager and other members of BMO Financial Group provide the Fund with certain administration services, such as those relating to fund accounting, record keeping, order processing, issuing and distributing account statements and general administrative support. Further details about the Fund's administration fees can be found in the Fund's most recent simplified prospectus. The expenses charged to the Fund in respect of such services during the period amounted to $1,939,005 (2012 ? $1,792,966).

Dealer Compensation The Manager markets and distributes the Fund through Bank of Montreal branches and/or (depending on the series) through registered dealers and brokers including BMO InvestorLine Inc. and BMO Nesbitt Burns Inc., both affiliates of the Manager. The Manager pays to these affiliates a service fee called a "trailing commission" based on the average daily value of the units and/or shares that are held in investor accounts. This service fee is paid monthly or quarterly and varies by purchase option and by series.

BMO Monthly Dividend Fund Ltd.

Management Fees The Manager is responsible for the day-to-day management of the business and operations of the Fund. The Manager monitors and evaluates the Fund's performance, pays for the investment advice provided by the Fund's portfolio manager and provides certain administrative services required by the Fund. As compensation for its services the Manager is entitled to receive a management fee payable monthly, calculated based on the daily net asset value of each series of the Fund at the maximum annual rate set out in the table below.

Maximum Annual Management Fee Rate %

Classic Series Shares

1.00

Advisor Series Shares

1.60

Series F Shares

0.75

As a Percentage of Management Fees

Dealer Compensation

%

General Administration,

Investment Advice and Profit

%

25

75

79

21

--

100

FINANCIAL HIGHLIGHTS

The following tables show selected key financial information about the Fund and are intended to help you understand the Fund's financial performance for the periods indicated.

The Fund's Net Assets per Share (1) Classic Series Shares

Net assets, beginning of period $

Increase (decrease)

from operations:

Total revenue

$

Total expenses(2)

$

Realized gains (losses)

for the period

$

Unrealized gains (losses)

for the period

$

Total increase (decrease)

from operations(3)

$

Distributions:

From income

(excluding dividends)

$

From dividends

$

From capital gains

$

Return of capital

$

Total annual distributions(4) $

Net assets, end of period

$

2013 10.93

0.46 (0.15)

0.17

0.01

0.49

-- 0.42

-- -- 0.42 11.01

Periods ended Dec. 31 2012 2011 2010

10.66 10.61 9.93

0.46 0.46 0.46 (0.16) (0.17) (0.16) 0.09 0.08 0.12 0.30 0.09 0.67 0.69 0.46 1.09

-- 0.42

-- -- 0.42 10.93

-- 0.42

-- -- 0.42 10.66

-- 0.42

-- -- 0.42 10.61

2009 8.17

0.48 (0.16)

(0.21)

2.07

2.18

-- 0.42

-- -- 0.42 9.93

Advisor Series Shares

Net assets, beginning of period $

Increase (decrease)

from operations:

Total revenue

$

Total expenses(2)

$

Realized gains (losses)

for the period

$

Unrealized gains (losses)

for the period

$

Total increase (decrease)

from operations(3)

$

Distributions:

From income

(excluding dividends)

$

From dividends

$

From capital gains

$

Return of capital

$

Total annual distributions(4) $

Net assets, end of period

$

Periods ended Dec. 31 2013 2012 2011 2010 2009

9.38 9.26 9.34 8.84 7.36

0.39 0.40 0.40 0.41 0.43 (0.19) (0.20) (0.20) (0.20) (0.19) 0.15 0.08 0.06 0.11 (0.18) (0.01) 0.26 0.06 0.59 1.84 0.34 0.54 0.32 0.91 1.90

--

--

--

--

--

0.42 0.42 0.42 0.42 0.42

--

--

--

--

--

--

--

--

--

--

0.42 0.42 0.42 0.42 0.42

9.32 9.38 9.26 9.34 8.84

Series F Shares

Periods ended Dec. 31 2013 2012 2011 2010 2009

Net assets, beginning of period $

Increase (decrease)

from operations:

Total revenue

$

Total expenses(2)

$

Realized gains (losses)

for the period

$

Unrealized gains (losses)

for the period

$

Total increase (decrease)

from operations(3)

$

Distributions:

From income

(excluding dividends)

$

From dividends

$

From capital gains

$

Return of capital

$

Total annual distributions(4) $

Net assets, end of period

$

11.32 11.00 10.91 10.16 8.30

0.48 0.48 0.47 0.47 0.49 (0.13) (0.14) (0.14) (0.12) (0.11) 0.18 0.10 0.05 0.12 (0.21) (0.03) 0.31 (0.04) 0.66 2.08 0.50 0.75 0.34 1.13 2.25

-- 0.42

-- -- 0.42 11.45

-- 0.42

-- -- 0.42 11.32

-- 0.42

-- -- 0.42 11.00

-- 0.42

-- -- 0.42 10.91

-- 0.42

-- -- 0.42 10.16

(1) The information is derived from the Fund's audited annual financial statements. The net assets per share presented in the financial statements differs from the net asset value calculated for fund pricing purposes. An explanation of these differences can be found in the notes to the Fund's financial statements.

(2) Includes commissions and portfolio transaction costs.

(3) Net assets and distributions are based on the actual number of shares outstanding at the relevant time. The increase/decrease from operations is based on the weighted average number of shares outstanding over the financial period. This table is not intended to be a reconciliation of beginning to ending net assets per share.

(4) Distributions were paid in cash or reinvested in additional shares of the Fund, or both, where applicable.

BMO Monthly Dividend Fund Ltd.

Ratios and Supplemental Data Classic Series Shares

Total net asset value (000s)(1) $

Number of shares

outstanding (000s)(1)

Management expense ratio(2) %

Management expense ratio

before waivers or absorptions(2) %

Trading expense ratio(3)

%

Portfolio turnover rate(4)

%

Net asset value per share

$

2013 33,740

3,060 1.37

1.37 0.03 8.83 11.03

Periods ended Dec. 31 2012 2011 2010 2009

33,341 31,167 29,103 27,885

3,045 2,914 2,732 2,791 1.42 1.46 1.44 1.56

1.42 0.07 10.08 10.95

1.47 0.08 16.79 10.70

1.45 0.06 10.88 10.65

1.56 0.07 16.67 9.99

Advisor Series Shares

Total net asset value (000s)(1) $

Number of shares

outstanding (000s)(1)

Management expense ratio(2) %

Management expense ratio

before waivers or absorptions(2) %

Trading expense ratio(3)

%

Portfolio turnover rate(4)

%

Net asset value per share

$

Periods ended Dec. 31 2013 2012 2011 2010 2009 721,203 642,885 455,041 318,298 247,960

77,261 68,431 48,956 33,964 27,886 2.04 2.08 2.12 2.07 2.17

2.04 2.08 2.13 2.08 2.17 0.03 0.07 0.08 0.06 0.07 8.83 10.08 16.79 10.88 16.67 9.33 9.39 9.29 9.37 8.89

Series F Shares

Total net asset value (000s)(1) $

Number of shares

outstanding (000s)(1)

Management expense ratio(2) %

Management expense ratio

before waivers or absorptions(2) %

Trading expense ratio(3)

%

Portfolio turnover rate(4)

%

Net asset value per share

$

Periods ended Dec. 31 2013 2012 2011 2010

57,706 45,895 28,771 11,932

2009 6,622

5,029 4,046 2,607 1,090 648 1.07 1.16 1.21 1.08 1.00

1.09 0.03 8.83 11.47

1.16 0.07 10.08 11.34

1.21 0.08 16.79 11.04

1.18 0.06 10.88 10.95

1.41 0.07 16.67 10.22

(1) This information is provided as at December 31 of the period shown.

(2) The management expense ratio of a particular series is calculated based on all expenses allocated to such a class, as applicable, including all taxes and interest expenses but excluding brokerage commissions and other portfolio transaction costs, divided by the average daily net asset value of that series, annualized.

(3) BMOII absorbed certain expenses or waived certain fees otherwise payable by a series. In doing so, BMOII attempts to maintain the overall MER of the Fund at a relatively consistent level. BMOII may discontinue the absorption or waiver at any time.

(3) The trading expense ratio represents the total commissions and other portfolio transaction costs expressed as an annualized percentage of daily average net asset value during the period.

(4) The Fund's portfolio turnover rate indicates how actively the Fund's portfolio manager manages its portfolio investments. A portfolio turnover rate of 100% is equivalent to the Fund buying and selling all of the securities in its portfolio once in the course of the year. The higher a Fund's portfolio turnover rate in a year, the greater the trading costs payable by the Fund in the year, and the greater the chance of an investor receiving taxable capital gains in the year. There is not necessarily a relationship between a high turnover rate and the performance of a Fund.

PAST PERFORMANCE

The Fund's performance information assumes that all distributions made by the Fund in the periods shown were used to purchase additional units or shares of the Fund and is based on the net asset value of the Fund.

The performance information does not take into account sales, redemption, distribution or other optional charges that, if applicable, would have reduced returns or performance. Please remember, how the Fund has performed in the past does not indicate how it will perform in the future.

The returns of each series may differ from one another for a number of reasons, including if the series was not issued and outstanding for the entire reporting period and because of the different levels of fees and expenses allocated and payable by each series.

Year-by-Year Returns The following bar charts show the performance for each series of the Fund for each of the financial years shown. The charts show in percentage terms how an investment made on the first day of each financial year would have increased or decreased by the last day of the financial year.

Classic Series Shares

40%

20% 12.6

9.8

3.3

1.1

0%

26.0 11.05 4.48 6.40 4.62

-20%

-19.9

-40% 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

Advisor Series Shares

40%

20% 12.0

9.1

2.6

0.5

0%

25.2 10.38 3.69 5.80 3.92

-20%

-20.4

-40% 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

BMO Monthly Dividend Fund Ltd.

Series F Shares

40%

20% 14.2 10.5

3.8

1.7

0%

26.8 11.49 4.73 6.70 4.94

-20%

-19.6

-40% 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

Annual Compound Returns The following table compares the historical annual compound returns of the Fund with its blended benchmark (composed of 60% Desjardins Preferred Shares Universe (CAD) Index and 40% S&P/TSX Income Trust Index). It also compares the Fund's historical annual compound returns with the FTSE TMX Canada Bond Universe Index, a broadbased index.

The FTSE TMX Canada Bond Universe Index is a broad measure of the total return of Canadian bonds that mature in more than one year.

The S&P/TSX Income Trust Index is a component of the S&P/TSX Composite Index which contains all of the income trust constituents from the S&P/TSX Composite Index.

The Desjardins Preferred Share Universe (CAD) Index is a Canadian dollar denominated preferred share index similar to the Universe Index which excludes U.S. denominated preferred shares and structured preferred shares.

Classic Series Shares

BMO Monthly Dividend Fund Ltd. FTSE TMX Canada Bond Universe Index Blended Benchmark S&P/TSX Composite Index

1

3

5

year years years

% 4.62 5.16 10.23 % (1.19) 3.93 4.78 % (1.11) 6.99 14.98 % 12.99 3.40 11.92

10

Since

years Inception

5.34 5.16 9.16 7.97

Advisor Series Shares

BMO Monthly Dividend Fund Ltd. FTSE TMX Canada Bond Universe Index Blended Benchmark S&P/TSX Composite Index

1

3

5

year years years

% 3.92 4.46 9.52 % (1.19) 3.93 4.78 % (1.11) 6.99 14.98 % 12.99 3.40 11.92

10

Since

years Inception

4.68 5.16 9.16 7.97

Series F Shares

BMO Monthly Dividend Fund Ltd. FTSE TMX Canada Bond Universe Index Blended Benchmark S&P/TSX Composite Index

1

3

5

year years years

% 4.94 5.45 10.64 % (1.19) 3.93 4.78 % (1.11) 6.99 14.98 % 12.99 3.40 11.92

10

Since

years Inception

5.91 5.16 9.16 7.97

As noted above, the table shows a comparison of the historical annual compound returns of the Fund with various broad-based securities market indices. The Fund, however, uses the blended benchmark to compare its overall relative performance. The reason for this is that the blended benchmark is a better reflection of the asset mix of the underlying mutual funds within the Fund's portfolio. Accordingly, the blended benchmark is a more accurate and useful comparison.

A commentary on the market and/or information regarding the relative performance of the Fund as compared to its benchmark can be found under the Results of Operations section of this report.

BMO Monthly Dividend Fund Ltd.

SUMMARY OF INVESTMENT PORTFOLIO As at December 31, 2013

Portfolio Allocation

Preferred Shares ? Fixed/Floaters Financials Energy Preferred Shares ? Retractable Preferred Shares ? Straight Preferred Shares ? Floating Perpetual Consumer Discretionary Money Market Investments Utilities Telecommunication Services Other Materials Cash/Receivables/Payables Total Portfolio Allocation

% of Net Asset Value

39.0 16.3 9.8 7.4 6.9 4.2 3.9 3.3 3.1 2.7 1.9 1.2 0.3

100.0

Top 25 Holdings

% of Net Asset Value

Issuer

Bank of Nova Scotia

2.2

Toronto-Dominion Bank, The,

1.7

Fortis Inc., Series E, Cumulative, Exchangeable,

Soft Retractable Preferred, Redeemable, Jun 1, 2014, $25.50

1.6

AltaGas Ltd.

1.6

Manulife Financial Corporation, Series 1, Non-Cumulative,

Soft Retractable Preferred, Redeemable, Jul 19, 2014, $25.25

1.6

Shaw Communications Inc., Class B

1.6

Baytex Energy Corp.

1.5

Canadian Imperial Bank of Commerce

1.5

Bank of Montreal, Series 23, Non-Cumulative,

5-Year Rate Reset Preferred, Redeemable, Feb 25, 2015, $25.00 1.5

Husky Energy Inc., Series 1, Cumulative, 5-Year Rate Reset,

First Preferred, Convertible, Redeemable, Mar 31, 2016, $25.00

1.5

Intact Financial Corporation

1.5

Pembina Pipeline Corporation

1.5

Manulife Financial Corporation

1.5

Royal Bank of Canada, Series AE, Non-Cumulative,

First Preferred, Callable, Redeemable, Feb 24, 2014, $25.50

1.4

Manitoba Telecom Services Inc.

1.4

HSBC Bank Canada, Series E, Non-Cumulative,

5-Year Rate Reset Preferred, Redeemable, Jun 30, 2014, $25.00

1.4

Toronto Dominion Bank, The, Series AG, Non-Cumulative,

5 Year Rate Reset, Preferred, Redeemable, Apr 14, 2014, $25.00 1.4

Top 25 Holdings

% of Net Asset Value

Issuer

TransCanada Corporation, Series 7, Cumulative,

5-Year Rate Reset, Preferred, Redeemable, Apr 30, 2019, $25.00 1.3

Peyto Exploration & Development Corp.

1.3

TELUS Corporation

1.3

ARC Resources Ltd.

1.3

Brookfield Office Properties Inc.

1.3

Manulife Financial Corporation, Class A,

Series 4, Non-Cumulative, 5-Year Rate Reset,

Preferred, Convertible, Redeemable, Jun 19, 2014, $25.00

1.3

Loblaw Companies Limited, Series A, Second Preferred,

Cumulative, Perpetual, Redeemable, Jul 31, 2014, $25.50

1.3

Sun Life Financial Inc., Series 2008-1, Fixed to Floating,

Unsecured, Notes, Subordinated, Callable, 5.590% Jan 30, 2023

1.3

Top Holdings as a Percentage of Total Net Asset Value

36.8

Total Net Asset Value

$812,648,925

The summary of investment portfolio may change due to the Fund's ongoing portfolio transactions. Updates are available quarterly.

mutualfunds

BMO Investments Inc. First Canadian Place, 43rd Floor, 100 King Street West Toronto, ON M5X 1A1

For more information please call 1-800-665-7700

This document may contain forward-looking statements relating to anticipated future events, results, circumstances, performance or expectations that are not historical facts but instead represent our beliefs regarding future events. By their nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties. There is significant risk that predictions and other forward-looking statements will not prove to be accurate. We caution readers of this document not to place undue reliance on our forward-looking statements as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, expectations, estimates or intentions expressed or implied in the forward-looking statements. Actual results may differ materially from management expectations as projected in such forward-looking statements for a variety of reasons, including but not limited to market and general economic conditions, interest rates, regulatory and statutory developments, the effects of competition in the geographic and business areas in which the Fund may invest in and the risks detailed from time to time in BMO Mutual Funds' simplified prospectus. We caution that the foregoing list of factors is not exhaustive and that when relying on forward-looking statements to make decisions with respect to investing in the Fund, investors and others should carefully consider these factors, as well as other uncertainties and potential events, and the inherent uncertainty of forward-looking statements. Due to the potential impact of these factors, BMO Investments Inc. does not undertake, and specifically disclaims, any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable law.

? Registered trade-mark of Bank of Montreal, used under licence. TMTrade-mark of Bank of Montreal, used under licence.

BMO Mutual Funds are offered by BMO Investments Inc., a financial services firm and separate legal entity from Bank of Montreal.

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