Form 485BPOS WILLIAM BLAIR FUNDS

August  10 , 2021

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 2 of the Management Agreement, the William Blair Funds hereby provide notification of a new series of the William Blair Funds (the “Trust”) to be called “William Blair China Growth Fund” (the “New Portfolio”). Attached hereto are Amended Appendix A and B to the Management Agreement to reflect, among other things, the appropriate management fees and initial term end for the New Portfolio and also to reflect name changes or liquidations of existing series of the Trust.

By signing below, William Blair Investment Management, LLC agrees to render the investment advisory and management services to the New Portfolio under the terms of the Management Agreement and amended Appendix A and B attached hereto.

---

 

Accepted this 10th day of August, 2021.

WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC

By:/s/ Stephanie Braming

Name: Stephanie Braming

Title: Global Head of Investment Management

---

APPENDIX A

MANAGEMENT FEES

William Blair Growth Fund:

.75% of average daily net assets

William Blair Large Cap Growth Fund:

.60% of average daily net assets

William Blair Small Cap Growth Fund:

1.10% of average daily net assets

William Blair International Growth Fund:

1.10% of the first $250 million of average daily net assets; plus

1.00% of the next $2.25 billion of average daily net assets; plus

0.975% of the next $2.5 billion of average daily net assets; plus

0.95% of the next $5 billion of average daily net assets; plus

0.925% of the next $5 billion of average daily net assets; plus

0.90% of the average daily net assets over $15 billion

William Blair Small Cap Value Fund:

0.75% of average daily net assets

William Blair Income Fund:

.25% of the first $250 million of average daily net assets; plus

.20% of average daily net assets over $250 million; plus

5.00% of the gross income earned by the Fund

William Blair Institutional International Growth Fund:

1.00% of the first $500 million of average daily net assets; plus

0.95% of the next $500 million of average daily net assets; plus

0.90% of the next $1.5 billion of average daily net assets; plus

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

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

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

0.80% of the average daily net assets over $15 billion

William Blair Small-Mid Cap Growth Fund:

1.00% of average daily net assets

William Blair Emerging Markets Growth Fund:

---

1.10% of average daily net assets

William Blair International Small Cap Growth Fund:

1.00% of average daily net assets

William Blair Mid Cap Growth Fund:

0.90% of average daily net assets

William Blair Bond Fund:

0.30% of average daily net assets

William Blair Global Leaders Fund:

0.85% of average daily net assets

William Blair Emerging Markets Leaders Fund:

1.10% of average daily net assets

William Blair Low Duration Fund:

0.30% of average daily net assets

William Blair Emerging Markets Small Cap Growth Fund:

1.10% of average daily net assets

William Blair Macro Allocation Fund:

0.80% of average daily net assets

William Blair International Leaders Fund:

0.85% of average daily net assets

William Blair Small-Mid Cap Core Fund:

0.90% of average daily net assets

William Blair Emerging Markets Debt Fund:

0.65% of average daily net assets

William Blair China Growth Fund:

1.00% of average daily net assets

---

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 Income 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 Low Duration 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

For the William Blair Emerging Markets Debt Fund:

---

April 30, 2022

For the William Blair China Growth Fund:

April 30, 2023

EXPENSE LIMITATION AGREEMENT

EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective as of August  10 , 2021 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 the William Blair China Growth Fund (the “Fund”).

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

WHEREAS, the Fund has more than one class 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 the 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 the Fund or a Class of the 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 the Fund’s business (“Operating Expenses”), exceed the percentage of the average daily net assets of the Fund or a Class of the 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 the Fund or a Class of the 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 the Fund’s or such Class’s other Operating Expenses.

1.2      Duration of Expense Limit. The Expense Limit with respect to the Fund or Class of the 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 the 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 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 the 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 the 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 the 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

---

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.

 

---

SCHEDULE A

(as of August  10 , 2021)

 

Fund		Expense Limit (%)		Date of Expiration of Expense Limit
William Blair China Growth Fund
Class I		1.05%		4/30/2023
Class R6		1.00%		4/30/2023

		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

August 11, 2021

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. 141 to the Trust’s registration statement on Form N-1A under the Securities Act of 1933, as amended (the “1933 Act”), and Amendment No. 142 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,

---

		William Blair Funds August 11, 2021 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 August 10, 2021, 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

WILLIAM BLAIR FUNDS

AMENDED AND RESTATED

MULTI-CLASS PLAN

DATED August 10, 2021

WHEREAS, the William Blair Funds (the “Trust”) is an open-end management investment company registered under the Investment Company Act of 1940 (the “1940 Act”) with authorized separate series (each, a “Fund” and collectively, the “Funds”);

WHEREAS, William Blair Investment Management, LLC (“William Blair”) serves as investment manager for the Trust and William Blair & Company, L.L.C. serves as the distributor and principal underwriter of the Trust;

WHEREAS, as described in its prospectus, each of the:

 

●

William Blair Growth Fund;

●

William Blair Large Cap Growth Fund;

●

William Blair Mid Cap Growth Fund;

●

William Blair Small-Mid Cap Growth Fund;

●

William Blair Small Cap Growth Fund;

●

William Blair Small Cap Value Fund;

●

William Blair International Growth Fund; and

●

William Blair Income Fund

has established multiple classes enabling it to offer investors the option of purchasing shares (a) with a shareholder/distribution services fee, as described in the Trust’s distribution plan adopted pursuant to Rule 12b-1 of the 1940 Act (the “Distribution Plan”), and with incremental sub-transfer agent account service fees (such shares being referred to in the prospectus as Class N Shares); (b) without a shareholder/distribution services fee pursuant to Rule 12b-1, and with incremental sub-transfer agent account service fees (such shares being referred to in the prospectus as Class I Shares); and (c) without a shareholder/distribution services fee pursuant to Rule 12b-1 or incremental sub-transfer agent account service fees (such shares being referred to in the prospectus as Class R6 Shares), with Class N, Class I, and Class R6 shares of each Fund each paying the expenses attributable to that class of shares under such service arrangements;

WHEREAS, as described in its prospectuses, each of the:

 

●

William Blair Global Leaders Fund;

●

William Blair International Leaders Fund;

●

William Blair International Small Cap Growth Fund;

●

William Blair Emerging Markets Leaders Fund;

●

William Blair Emerging Markets Growth Fund;

●

William Blair Emerging Markets Small Cap Growth Fund;

●

William Blair Bond Fund;

---

●

William Blair Low Duration Fund; and

●

William Blair Macro Allocation Fund

has established multiple classes enabling it to offer investors the option of purchasing shares (a) with a shareholder/distribution services fee, as described in the Distribution Plan, with incremental sub-transfer agent account service fees, and with shareholder administration services, as described in the applicable Shareholder Administration Agreement (such shares being referred to in the prospectus as Class N Shares); (b) without a shareholder/distribution services fee pursuant to Rule 12b-1, with incremental sub-transfer agent account service fees, and with shareholder administration services, as described in the applicable Shareholder Administration Agreement (such shares being referred to in the prospectus as Class I Shares); and (c) without a shareholder/distribution services fee pursuant to Rule 12b-1, incremental sub-transfer agent account service fees, and shareholder administration services (such shares being referred to in the prospectus as Class R6 Shares), with Class N, Class I, and Class R6 shares of each Fund each paying the expenses attributable to that class of shares under such service arrangements;

WHEREAS, as described in its prospectuses, each of the:

 

●

William Blair Small-Mid Cap Core Fund;

●

William Blair Emerging Markets Debt Fund; and

●

William Blair China Growth Fund

has established multiple classes enabling it to offer investors the option of purchasing shares (a) without a shareholder/distribution services fee pursuant to Rule 12b-1 and with incremental sub-transfer agent account service fees (such shares being referred to in the prospectus as Class I Shares); and (b) without a shareholder/distribution services fee pursuant to Rule 12b-1 or incremental sub-transfer agent account service fees (such shares being referred to in the prospectus as Class R6 Shares), with Class I and Class R6 shares of each Fund each paying the expenses attributable to that class of shares under such service arrangements; and

WHEREAS, Rule 18f-3 under the 1940 Act permits open-end management investment companies and series thereof to issue multiple classes of voting stock representing interests in the same portfolio notwithstanding Sections 18(f)(1) and 18(i) under the 1940 Act if, among other things, such investment companies adopt a written plan setting forth the separate arrangement and expense allocation of each class and any related conversion features or exchange privileges.

NOW, THEREFORE, the Trust, wishing to be governed by Rule 18f-3 under the 1940 Act, hereby adopts this Multi-Class Plan as follows:

1.        Each class of shares of each Fund will represent interests in the same portfolio of investments of a Fund, and be identical in all respects to each other class of a Fund, except as set forth below. The only differences among the various classes of shares of the same Fund will relate solely to: (a) different shareholder/distribution services fees associated with the Distribution Plan and any other costs relating to implementing or amending such a plan pursuant to Rule 12b-1 (including obtaining shareholder approval of such a plan or any amendment

 

- 2 -

---

thereto), which will be borne solely by shareholders of such classes; (b) different sub-transfer agent account services; (c) different shareholder administration services associated with the applicable Shareholder Administration Agreement, including a shareholder administration fee equal to 0% of assets; (d) different class expenses, which will be limited to expenses, not including advisory or custodial fees or other expenses related to the management of the Fund’s assets, actually incurred in a different amount or for which services of a different kind or to a different degree were received by that class; and (e) separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class.

2.        Certain expenses may be attributable to a Fund, but not to a particular class thereof. Except as otherwise provided herein, all such expenses will be borne by each class of the Fund on the basis of the relative aggregate net assets of the classes. Notwithstanding the foregoing, the distributor, the investment manager or other provider of services to the Trust may waive or reimburse the expenses of a specific class or classes to the extent permitted under Rule 18f-3 under the 1940 Act.

3.        Each class of shares may be permitted to bear expenses that are directly attributable to such class, including: (a) any shareholder/distribution services fees associated with the Distribution Plan and any other costs relating to implementing or amending such a plan pursuant to Rule 12b-1 (including obtaining shareholder approval of such a plan or any amendment thereto), (b) any incremental sub-transfer agent account services fees with respect to services provided by intermediaries; (c) any shareholder administration services fee associated with any applicable Shareholder Administration Agreement; and (d) any class expenses determined by the Board of Trustees of the Trust to be attributable to such class.

4.        To the extent conversions are permitted and subject to additional restrictions and procedures described in the Funds’ prospectuses and/or statement of additional information: (a) any shares of a Fund referred to as Class N shares may be converted into shares of the same Fund referred to as Class I shares and Class R6 shares, and (b) any shares of a Fund referred to as Class I shares may be converted into shares of the same Fund referred to as Class R6 shares, so long as such shareholder meets the eligibility requirements for Class I shares or Class R6 shares, as applicable, as described in the Funds’ prospectuses and/or statement of additional information from time to time.

5.        Any shares of a Fund may be converted into shares of the same Fund of a different class, including a class of shares that has additional class-specific services and fees, pursuant to a conversion not set forth above, so long as the investor meets the eligibility requirements for the class of shares into which the currently held shares are being converted and does not meet the eligibility requirements for the class of shares from which the shares are being converted. Any conversion covered by this paragraph will be completed in accordance with conversion requirements set forth in the Funds’ prospectuses and/or statement of additional information and in all instances will be preceded by written notice to the investor and will occur at the respective net asset values of the share classes next calculated without the imposition of any sales charge, fee or other charge.

 

- 3 -

---

6.        To the extent exchanges are permitted and subject to additional restrictions and procedures described in the Funds’ prospectuses and/or statement of additional information: (a) any shares of a Fund referred to as Class N shares will be exchangeable for any shares of another Fund referred to as Class N shares, (b) any shares of a Fund referred to as Class I shares will be exchangeable for any shares of another Fund referred to as Class I shares, except that shareholders of the Emerging Markets Leaders Fund who purchase shares of the Fund referred to as Class I shares solely because they have a brokerage account with William Blair & Company, L.L.C. and held Class I shares of the Fund on May 1, 2010, may only exchange such shares for Class N shares of another Fund, and (c) any shares of a Fund referred to as Class R6 shares will be exchangeable for any shares of another Fund referred to as Class R6 shares. Exchanges will comply with all applicable provisions of Rule 11a-3 under the 1940 Act.

7.        Dividends paid by a Fund as to each class of its shares, to the extent any dividends are paid, will be calculated in the same manner, at the same time, on the same day, and will be in the same amount, except that any applicable shareholder/distribution services fees, shareholder administration fees, service fees and class expenses allocated to a class will be borne exclusively by that class.

8.        Any distribution arrangement of a Fund, including shareholder/distribution services fees, will comply with FINRA Rule 2341.

9.        Any Shareholder Administration Agreement will comply with the interpretations of FINRA of the “service fees” limitation as set forth in FINRA Rule 2341.

10.        This Multi-Class Plan and all material amendments thereto must be approved by a majority of the members of the Trust’s Board of Trustees, including a majority of the Trustees who are not interested persons of the Trust.

 

- 4 -

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• Schwab's May activity shows margin loans nearly double
• William Blair lowers data center index to 75 on power concerns
• William Blair Downgrades J.Jill Inc. (JILL) to Market Perform