Form 485BPOS WILLIAM BLAIR FUNDS

Exhibit (a)(xliv)

WILLIAM BLAIR FUNDS

WRITTEN INSTRUMENT AMENDING THE DECLARATION OF TRUST

April 27, 2022

The undersigned, being a majority of the Trustees of the William Blair Funds (the “Trust”), a Delaware statutory trust organized pursuant to a Declaration of Trust dated September 3, 1999 (the “Declaration of Trust”) do hereby amend the Declaration of Trust as follows:

WHEREAS, Section 6.2(b) of Article VI of the Declaration of Trust provides that at any time there are no shares outstanding of any particular series previously established and designated, the Trustees may by an instrument executed by a majority of their number abolish that series and the establishment and designation thereof;

WHEREAS, the Board of Trustees approved the redemption of all the outstanding shares of the William Blair Bond Fund, William Blair Short Duration Bond Fund, and William Blair Ultra-Short Duration Bond Fund (each a “Fund” and collectively the “Funds”) at its February 10, 2022 meeting;

WHEREAS, as of the date hereof no shares of each Fund are outstanding; and

WHEREAS, the Board of Trustees wishes to abolish each Fund and the establishment and designation thereof, as provided in the Declaration of Trust.

This instrument shall constitute an amendment to the Declaration of Trust, in accordance with Section 9.3 of Article IX thereof, to abolish each Fund and the establishment and designation thereof. This amendment shall be effective as of the date written above.

IN WITNESS WHEREOF, the undersigned have signed these presents, in one or more counterparts, each of which shall be deemed an original but all of which shall together constitute one and the same document.

 

/s/ Vann A. Avedisian				/s/ Daniel N. Leib
Vann A. Avedisian				Daniel N. Leib
/s/ Kathleen T. Barr				/s/ Dorri C. McWhorter
Kathleen T. Barr				Dorri C. McWhorter
/s/ Stephanie G. Braming				/s/ Thomas J. Skelly
Stephanie G. Braming				Thomas J. Skelly
/s/ Cissie Citardi				/s/ Steven R. Zenz
Cissie Citardi				Steven R. Zenz

Exhibit (d)(xxxii)

 

April 29, 2022

William Blair Investment Management, LLC

150 North Riverside Plaza

Chicago, IL 60606

 

Re:

Management Agreement with William Blair Funds dated

December 15, 1999 (the “Management Agreement”)

Ladies and Gentlemen:

Pursuant to Section 7 of the Management Agreement, William Blair Investment Management, LLC proposes to amend the Management Agreement to reduce the management fee for the Funds below effective May 1, 2022 as follows:

 

FROM:		TO:
William Blair China Growth Fund
1.00% of average daily net assets		0.94% of average daily net assets
William Blair Emerging Markets ex China Growth Fund
1.05% of average daily net assets		0.94% of average daily net assets
William Blair Emerging Markets Growth Fund
1.10% of average daily net assets		0.94% of average daily net assets
William Blair Emerging Markets Leaders Fund
1.10% of average daily net assets		0.94% of average daily net assets
William Blair Institutional International Growth Fund
1.00% on the first $500 million of average daily net assets		0.94% of the first $1.875 billion of average daily net assets;
0.95% on the next $500 million of assets		0.90% of the next $625 million of average daily net assets;
0.90% on the next $1.5 billion of assets		0.875% of the next $2.5 billion of average daily net assets;
0.875% on the next $2.5 billion of assets		0.85% of the next $5 billion of average daily net assets;
0.85% on the next $5 billion of assets		0.825% of the next $5 billion of average daily net assets;
0.825% on the next $5 billion of assets		0.80% of average daily net assets over $15 billion
0.80% of average daily net assets over $15 billion
William Blair International Growth Fund
1.10% on the first $250 million of average daily net assets		0.94% on the first $3 billion of average daily net assets;
1.00% on the next $2.25 billion of average daily net assets		0.90% of the next $2 billion of average daily net assets;
0.975% on the next $2.5 billion of average daily net assets		0.85% of the next $5 billion of average daily net assets;
0.95% on the next $5 billion of average daily net assets		0.825% of the next $5 billion of average daily net assets;
0.925% on the next $5 billion of average daily net assets		0.80% of average daily net assets over $15 billion
0.90% of average daily net assets over $15 billion

Attached hereto is Appendix A to the Management Agreement to reflect the revised management fees.

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Exhibit (d)(xxxii)

 

By signing below, William Blair Investment Management, LLC acknowledges that this amendment to the Management Agreement may be enforced against it.

 

Accepted this 29^th day

of April, 2022.

WILLIAM BLAIR INVESTMENT

MANAGEMENT, LLC

By:		/s/ Cissie Citardi
Name: Cissie Citardi Title:   Partner

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Exhibit (d)(xxxii)

 

APPENDIX A

MANAGEMENT FEES

William Blair China Growth Fund:

0.94% of average daily net assets

William Blair Emerging Markets Debt Fund:

0.65% of average daily net assets

William Blair Emerging Markets ex China Growth Fund:

0.94% of average daily net assets

William Blair Emerging Markets Growth Fund:

0.94% of average daily net assets

William Blair Emerging Markets Leaders Fund:

0.94% of average daily net assets

William Blair Emerging Markets Small Cap Growth Fund:

1.10% of average daily net assets

William Blair Global Leaders Fund:

0.85% of average daily net assets

William Blair Growth Fund:

0.75% of average daily net assets

William Blair Institutional International Growth Fund:

0.94% of the first $1.875 billion of average daily net assets;

0.90% of the next $625 million of average daily net assets;

0.875% of the next $2.5 billion of average daily net assets;

0.85% of the next $5 billion of average daily net assets;

0.825% of the next $5 billion of average daily net assets;

0.80% of average daily net assets over $15 billion

William Blair International Growth Fund:

0.94% on the first $3 billion of average daily net assets;

0.90% of the next $2 billion of average daily net assets;

0.85% of the next $5 billion of average daily net assets;

0.825% of the next $5 billion of average daily net assets;

0.80% of average daily net assets over $15 billion

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Exhibit (d)(xxxii)

 

William Blair International Leaders Fund:

0.85% of average daily net assets

William Blair International Small Cap Growth Fund:

1.00% of average daily net assets

William Blair Large Cap Growth Fund:

0.60% of average daily net assets

William Blair Macro Allocation Fund:

0.80% of average daily net assets

William Blair Mid Cap Growth Fund:

0.90% of average daily net assets

William Blair Mid Cap Value Fund:

0.70% of average daily net assets

William Blair Small Cap Growth Fund:

1.10% of average daily net assets

William Blair Small Cap Value Fund:

0.75% of average daily net assets

William Blair Small-Mid Cap Core Fund:

0.90% of average daily net assets

William Blair Small-Mid Cap Growth Fund:

1.00% of average daily net assets

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Exhibit (d)(xxxii)

 

APPENDIX B

DATE OF END OF INITIAL TERM

For the William Blair Growth Fund, the William Blair International Growth Fund, the William Blair Small Cap Value Fund, and the William Blair Short-Term Bond Fund:

April 30, 2000

For the William Blair Large Cap Growth Fund and the William Blair Small Cap Growth Fund:

April 30, 2001

For the William Blair Institutional International Growth Fund:

April 30, 2004

For the William Blair Small-Mid Cap Growth Fund:

April 30, 2005

For the William Blair Emerging Markets Growth Fund, the William Blair International Small Cap Growth Fund and the William Blair Mid Cap Growth Fund:

April 30, 2007

For the William Blair Bond Fund, the William Blair Global Leaders Fund and the William Blair Emerging Markets Leaders Fund:

April 30, 2009

For the William Blair Ultra-Short Bond Fund:

April 30, 2011

For the William Blair Emerging Markets Small Cap Growth Fund and the William Blair Macro Allocation Fund:

April 30, 2013

For the William Blair International Leaders Fund:

April 30, 2014

For the William Blair Small-Mid Cap Core Fund:

April 30, 2021

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Exhibit (d)(xxxii)

 

For the William Blair Emerging Markets Debt Fund:

April 30, 2022

For the William Blair China Growth Fund, the William Blair Emerging Markets ex China Growth Fund and the William Blair Mid Cap Value Fund:

April 30, 2023    

Exhibit (h)(xviii)

 

EXPENSE LIMITATION AGREEMENT

EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective as of May 1, 2022 by and between William Blair Investment Management, LLC, a Delaware limited liability company (the “Adviser”) and William Blair Funds, a Delaware statutory trust (the “Trust”), on behalf of each series of the Trust reflected in Schedule A hereto, as may be amended from time to time (each a “Fund” and collectively, the “Funds”).

WHEREAS, the Trust, on behalf of each Fund, and the Adviser have entered into a Management Agreement (“Advisory Agreement”), pursuant to which the Adviser provides investment management services to each Fund for compensation based on the value of the average daily net assets of the Fund; and

WHEREAS, each Fund may have one or more classes of shares (each a “Class” and collectively, the “Classes”); and

WHEREAS, the Trust and the Adviser have determined that it is appropriate and in the best interests of each Fund and its shareholders to maintain the Fund’s or a Class of the Fund’s expenses at a level below the level to which the Fund or Class may otherwise be subject; and

NOW THEREFORE, the parties hereto agree as follows:

 

1.

EXPENSE LIMITATION.

1.1    Applicable Expense Limit. To the extent that the ordinary operating expenses incurred by a Fund or a Class of a Fund in any fiscal year, excluding interest expenses, taxes, brokerage commissions, acquired fund fees and expenses, dividend and interest expenses on short sales, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of a Fund’s business (“Operating Expenses”), exceed the percentage of the average daily net assets of a Fund or a Class of a Fund, as set forth in Schedule A (the “Expense Limit”), such excess amount (the “Excess Amount”) shall be the liability of the Adviser to the extent set forth in this Agreement. The Trust may offset amounts owed to a Fund or a Class of a Fund pursuant to this Agreement against the advisory fee payable to the Adviser subject to Rule 18f-3 under the Investment Company Act of 1940, as amended (the “1940 Act”). Furthermore, to the extent that the Excess Amount exceeds such waived or reduced investment advisory fees, the Adviser shall reimburse such Fund’s or such Class’s other Operating Expenses.

1.2    Duration of Expense Limit. The Expense Limit with respect to each Fund or Class of a Fund shall remain in effect through the Date of Expiration of Expense Limit as set forth in Schedule A, unless this Agreement is terminated pursuant to Section 3 below.

 

2.

REIMBURSEMENT OF FEE WAIVERS AND EXPENSE REIMBURSEMENTS.

During any of the first three years subsequent to a Fund’s commencement of operations, the Adviser shall be entitled to reimbursement by the Fund or a Class of the Fund of the investment advisory fees waived or reduced, and any other expense reimbursements or similar payments

 

1

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Exhibit (h)(xviii)

 

remitted by the Adviser to the Fund or Class pursuant to Section 1 hereof (the “Reimbursement Amount”) to the extent that the Fund’s or Class’s Operating Expenses plus the amount so reimbursed equals the Expense Limit, provided that such amount paid to the Adviser will in no event exceed the total Reimbursement Amount and will not include any amounts previously reimbursed.

 

3.

TERM AND TERMINATION OF AGREEMENT.

This Agreement shall terminate with respect to any Fund or Class of a Fund upon the earlier of termination of the Advisory Agreement or the Date of Expiration of Expense Limit as set forth in Schedule A. The obligation of the Adviser under Section 1 of this Agreement and of the Trust under Section 2 of this Agreement shall survive the termination of the Agreement solely as to expenses and obligations incurred prior to the date of such termination.

 

4.

MISCELLANEOUS.

4.1    Captions. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

4.2    Interpretation. Nothing herein contained shall be deemed to require the Trust or a Fund to take any action contrary to the Trust’s Declaration of Trust or By-Laws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Trust’s Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust or a Fund.

4.3    Definitions. Any question of interpretation of any term or provision of this Agreement, including but not limited to the investment advisory fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Advisory Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to such Advisory Agreement or the 1940 Act.

4.4    Amendments. This Agreement may be amended only by a written agreement signed by each of the parties hereto.

4.5    Limitation of Liability. This Agreement is executed by or on behalf of the Trust, and the Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Agreement and Declaration of Trust, as amended, of the Trust and agrees that the obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and the Adviser shall not seek satisfaction of any such obligations from the trustees, officers or shareholders of the Trust.

 

2

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Exhibit (h)(xviii)

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the day and year first above written.

 

 

3

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Exhibit (h)(xviii)

 

SCHEDULE A

(as of May 1, 2022)

 

Fund		Expense Limit (%)				Date of Expiration of Expense Limit
William Blair China Growth Fund
Class I			0.99	%			4/30/2023
Class R6			0.94	%			4/30/2023
William Blair Emerging Markets Debt Fund
Class I			0.70	%			4/30/2023
Class R6			0.65	%			4/30/2023
William Blair Emerging Markets ex China Growth Fund
Class I			0.99	%			4/30/2024
Class R6			0.94	%			4/30/2024
William Blair Emerging Markets Growth Fund
Class N			1.24	%			4/30/2023
Class I			0.99	%			4/30/2023
Class R6			0.94	%			4/30/2023
William Blair Emerging Markets Leaders Fund
Class N			1.24	%			4/30/2023
Class I			0.99	%			4/30/2023
Class R6			0.94	%			4/30/2023
William Blair Emerging Markets Small Cap Growth Fund
Class N			1.55	%			4/30/2023
Class I			1.30	%			4/30/2023
Class R6			1.25	%			4/30/2023
William Blair Global Leaders Fund
Class N			1.15	%			4/30/2023
Class I			0.90	%			4/30/2023
Class R6			0.85	%			4/30/2023
William Blair Growth Fund
Class N			1.20	%			4/30/2023
Class I			0.95	%			4/30/2023
Class R6			0.90	%			4/30/2023
William Blair Institutional International Growth Fund			0.94	%			4/30/2023
William Blair International Growth Fund
Class N			1.24	%			4/30/2023
Class I			0.99	%			4/30/2023
Class R6			0.94	%			4/30/2023
William Blair International Leaders Fund
Class N			1.15	%			4/30/2023
Class I			0.90	%			4/30/2023
Class R6			0.85	%			4/30/2023
William Blair International Small Cap Growth Fund
Class N			1.55	%			4/30/2023
Class I			1.30	%			4/30/2023
Class R6			1.25	%			4/30/2023

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Exhibit (h)(xviii)

 

William Blair Large Cap Growth Fund
Class N			0.90	%			4/30/2023
Class I			0.65	%			4/30/2023
Class R6			0.60	%			4/30/2023
William Blair Macro Allocation Fund
Class N			1.25	%			4/30/2023
Class I			1.00	%			4/30/2023
Class R6			0.95	%			4/30/2023
William Blair Mid Cap Growth Fund
Class N			1.20	%			4/30/2023
Class I			0.95	%			4/30/2023
Class R6			0.90	%			4/30/2023
William Blair Mid Cap Value Fund
Class I			0.75	%			4/30/2024
Class R6			0.70	%			4/30/2024
William Blair Small Cap Growth Fund
Class N			1.50	%			4/30/2023
Class I			1.25	%			4/30/2023
Class R6			1.20	%			4/30/2023
William Blair Small Cap Value Fund
Class N			1.15	%			4/30/2023
Class I			0.89	%			4/30/2023
Class R6			0.85	%			4/30/2023
William Blair Small-Mid Cap Core Fund
Class I			0.95	%			4/30/2023
Class R6			0.90	%			4/30/2023
William Blair Small-Mid Cap Growth Fund
Class N			1.35	%			4/30/2023
Class I			1.10	%			4/30/2023
Class R6			1.05	%			4/30/2023

Exhibit (i)

 

		One International Place, 40th Floor 100 Oliver Street Boston, MA 02110-2605 +1 617 728 7100 Main +1 617 426 6567 Fax www.dechert.com

 

April 29, 2022

William Blair Funds

150 North Riverside Plaza

Chicago, Illinois 60606

 

Re:	Post-Effective Amendment to Registration Statement on Form N-1A

File Nos. 033-17463 and 811-05344

Dear Ladies and Gentlemen:

We have acted as counsel for William Blair Funds (the “Trust”), a Delaware statutory trust, in connection with the filing of Post-Effective Amendment No. 148 to the Trust’s registration statement on Form N-1A under the Securities Act of 1933, as amended (the “1933 Act”), and Amendment No. 149 under the Investment Company Act of 1940, as amended (the “Registration Statement”), relating to the issuance and sale by the Trust of its authorized shares, currently divided into several Series and Classes.

This opinion is limited to the Delaware Statutory Trust Act statute, and we express no opinion with respect to the laws of any other jurisdiction or to any other laws of the State of Delaware. Further, we express no opinion as to compliance with any state or federal securities laws, including the securities laws of the State of Delaware.

In connection with the opinions set forth herein, we have examined the following documents: the Trust’s Declaration of Trust dated September 3, 1999, as amended to date; the Trust’s Amended and Restated By-Laws dated September 14, 2020; and such other Trust records, certificates, resolutions, documents and statutes that we have deemed relevant in order to render the opinions expressed herein. In addition, we have reviewed and relied upon the certificate referred to below issued by the Delaware Secretary of State.

In rendering this opinion we have assumed, without independent verification, (i) the due authority of all individuals signing in representative capacities and the genuineness of signatures; (ii) the authenticity, completeness and continued effectiveness of all documents or copies furnished to us; (iii) that any resolutions provided have been duly adopted by the Trust’s Board of Trustees; (iv) that the facts contained in the instruments and certificates or statements of public officials, officers and representatives of the Trust on which we have relied for the purposes of this opinion are true and correct; and (v) that no amendments,

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		William Blair Funds April 29, 2022 Page 2

 

agreements, resolutions or actions have been approved, executed or adopted which would limit, supersede or modify the items described above. Where documents are referred to in resolutions approved by the Board of Trustees, or in the Registration Statement, we have assumed such documents are the same as in the most recent form provided to us, whether as an exhibit to the Registration Statement or otherwise.

Based upon the foregoing, we are of the opinion that the shares of the Series and each Class have been duly authorized for issuance and, when issued and delivered against payment therefor in accordance with the terms, conditions, requirements and procedures described in the Registration Statement, will be validly issued and, subject to the qualifications set forth in the Declaration of Trust, fully paid and non-assessable beneficial interests in such Series and Class.

In rendering the opinion above, insofar as it relates to the valid existence of the Trust, we have relied solely on a certificate of the Secretary of State of the State of Delaware, dated April [28], 2022, and such opinion is limited accordingly and is rendered as of the date of such certificate.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to be filed with the Securities and Exchange Commission, and to the use of our name in the Registration Statement. In giving such consent, however, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act or the rules and regulations thereunder.

Very truly yours,

/s/ Dechert LLP

Exhibit (j)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the references to our firm under the captions “Financial Highlights” in each Prospectus and “Independent Registered Public Accounting Firm” in the Statement of Additional Information, each dated May 1, 2022, and each included in this Post-Effective Amendment No. 148 to the Registration Statement (Form N-1A, File No. 033-17463) of William Blair Funds (the “Registration Statement”).

We also consent to the incorporation by reference of our report dated February 25, 2022, with respect to the financial statements and financial highlights of Growth Fund, Large Cap Growth Fund, Mid Cap Growth Fund, Small-Mid Cap Core Fund, Small-Mid Cap Growth Fund, Small Cap Growth Fund, Small Cap Value Fund, Global Leaders Fund, International Leaders Fund, International Growth Fund, Institutional International Growth Fund, International Small Cap Growth Fund, Emerging Markets Leaders Fund, Emerging Markets Growth Fund, Emerging Markets Small Cap Growth Fund, China Growth Fund, Emerging Markets Debt Fund and Macro Allocation Fund (the “Funds”) (18 of the funds consisting of William Blair Funds) included in the Annual Report to Shareholders (Form N-CSR) for the year ended December 31, 2021, into this Registration Statement, filed with the Securities and Exchange Commission.

 

Chicago, Illinois

April 29, 2022

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