WILLIAM BLAIR FUNDS
WILLIAM BLAIR SHORT DURATION BOND FUND
(FORMERLY, WILLIAM BLAIR INCOME FUND)
150 NORTH RIVERSIDE PLAZA
CHICAGO, ILLINOIS 60606
December 13, 2021
Dear Shareholder,
You are cordially invited to attend a special meeting of the shareholders of William Blair Short Duration Bond Fund (formerly known as William Blair Income Fund and William Blair Short-Term Bond) (the “Fund”), a series of William Blair Funds (the “Trust”). At its October 26-27, 2021 meeting, the Board approved a change in the Fund’s name from the “William Blair Income Fund” to the “William Blair Short-Term Bond Fund”. Subsequently in December 2021, the Board approved a change in the Fund’s name from the “William Blair Short-Term Bond Fund” to the “William Blair Short Duration Bond Fund”. The special meeting of the shareholders of the Fund will be held virtually on January 27, 2022 at 12:00 p.m. Central time (the “Meeting”). The Meeting will be conducted as a virtual meeting hosted by means of a live webcast. The Board of Trustees of the Trust has implemented a virtual meeting format primarily to reflect our and global concerns regarding the spread of COVID-19. Shareholders will be able to listen, vote, and submit questions from their home or any location with Internet connectivity.
At the Meeting, you will be asked to consider and act upon the following proposals (the “Proposals”):
To approve a change in the Fund’s fundamental investment objective to indicate that the Fund seeks to generate current income, rather than a high level of current income (“Proposal 1”);
To approve a change in fundamental investment policy for the Fund to remove, as a fundamental policy, the current restriction on investment in fixed income securities rated below a specified rating level by nationally recognized rating organizations (“Proposal 2”); and
To transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.
The following Q&A is provided to assist you in understanding the Proposals. The Proposals are described in greater detail in the enclosed proxy statement.
Your vote is important. Whether or not you expect to attend the Meeting, it is important that your shares be represented. Your immediate response will help reduce the need for the Fund to conduct additional proxy solicitations. Please review the proxy statement and then vote by Internet, telephone or mail as soon as possible. If you vote by mail, please sign and return all of the proxy cards included in this package.
Sincerely, |
|
Stephanie G. Braming |
President and Chairman of the Board of Trustees |
IMPORTANT INFORMATION TO HELP YOU UNDERSTAND
AND VOTE ON THE PROPOSALS
While we strongly encourage you to read the full text of the enclosed Proxy Statement, we are also providing you with a brief overview of the subject of the shareholder vote. Your vote is important.
QUESTIONS AND ANSWERS
Q. What am I being asked to vote on?
A. At a special meeting of shareholders (the “Meeting”) of William Blair Short Duration Bond Fund (formerly known as William Blair Income Fund and William Blair Short-Term Bond Fund) (the “Fund”), you will be asked to vote on the following proposals with respect to the Fund, and to transact any other business as may properly come before the Meeting or any adjournment or postponement thereof: to approve a change in the Fund’s fundamental investment objective to indicate that the Fund seeks to generate current income, rather than a high level of current income and to approve a change in fundamental investment policy for the Fund to remove, as a fundamental policy, the current restriction on investment in fixed income securities rated below a specified rating level by nationally recognized rating organizations as described in the proxy statement (the “Proposals”).
Q. Why are the Proposals being recommended?
A. The marketplace for short-term, investment grade, fixed income funds has evolved since the inception of the Fund. William Blair Investment Management, LLC (the “Adviser” or “WBIM”), the Fund’s investment adviser, believes that certain changes to the Fund’s investment objective and fundamental investment policies could enable the Adviser to manage the Fund more effectively and in a manner more consistent with investor needs and reflective of the growth and structure of the bond market. Therefore, shareholders are being asked to approve these changes in the Fund’s investment objective and fundamental investment policy. Under the Investment Company Act of 1940 (the “1940 Act”), changes to a fund’s fundamental investment policy or to a fund’s fundamental investment objective require shareholder approval.
Q. What revisions are being made to the fundamental investment objective of the Fund?
A.Currently the objective of the Fund is:
The William Blair Short Duration Bond Fund seeks a high level of current income with relative stability of principal.
The Adviser recommends changing the objective to read as follows:
The William Blair Short Duration Bond Fund seeks to generate current income, consistent with relative stability of capital.
The Adviser believes this change would align the Fund’s investment objective with the expected future management of the Fund and management’s understanding of shareholder investment expectations for short-term bond funds. If Proposal 1 is approved by shareholders, the Fund’s investment objective would continue to be fundamental, meaning it could not be changed further in the future without shareholder approval.
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Q. What revisions are being made to the fundamental investment policy of the Fund?
A.The Fund may currently invest up to 10% of its total assets in below “A-” rated debt. To more closely align with the portfolio management team’s expectations for managing the Fund and in light of growth in the percentage of investment grade debt represented by BBB-rated debt (including debt rated “BBB+”, “BBB”, and “BBB-”), the investment team believes it is appropriate to have additional flexibility to be able to invest a larger portion of the Fund’s total assets in a wider range of debt, including debt rated “BBB+” or lower, to help balance the Fund’s exposure between credit spreads and interest rates. The Adviser expects that any increase in BBB-rated debt will not materially diverge from the Fund’s current risk/return profile.
The Fund currently has the following fundamental investment policy:
“As a matter of fundamental policy, under normal market conditions, the Fund invests at least 90% of its total assets in the following: (a) U.S. dollar-denominated corporate debt securities (domestic or foreign) with long-term ratings of “A-” or better, or an equivalent rating, by at least one of the following three nationally recognized statistical rating organizations: Fitch Ratings, Moody’s Investors Service, Inc. and Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“Rating Organizations”); (b) obligations of or guaranteed by the U.S. Government, its agencies or instrumentalities; (c) collateralized obligations, which are debt securities issued by a corporation, trust or custodian, or by a U.S. Government agency or instrumentality, that are collateralized (i.e., secured as to payment of interest and/or principal) by a portfolio or pool of assets, such as mortgages, mortgage-backed securities, debit balances on credit card accounts or U.S. Government securities (the Fund may invest in collateralized obligations that are not guaranteed by a U.S. Government agency or instrumentality only if the collateralized obligations are rated “A-” or better, or an equivalent rating, by one of the Rating Organizations); and (d) commercial paper obligations rated within the highest grade by one of the Rating Organizations.”
It is proposed that the fundamental investment policy by revised to read as follows:
As a matter of fundamental policy, under normal market conditions, the Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in bonds.
The revised fundamental investment policy will provide the Fund with greater flexibility to invest in debt of any quality, including BBB-rated debt securities (including debt securities rated “BBB+”, “BBB”, and “BBB-”), which, as described in the accompanying proxy statement, will help the Fund balance its exposure between credit spreads and interest rates and will also satisfy the regulatory requirement that the Fund adopt a policy to invest at least 80% of its net assets in bonds consistent with its new name. For purposes of the policy, “bonds” would include all types of fixed income instruments.
Assuming that the fundamental investment policy is revised as indicated above, the Adviser would also include the following additional disclosure in the Fund’s principal investment strategies:
“The Fund invests primarily in U.S. dollar denominated, investment grade fixed income securities. A security is considered to be investment grade if it is rated in one of the highest four categories by at least one nationally recognized statistical rating organization (“Rating Organization”) at the time of investment.”
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Proposal 2 could incrementally increase the risk profile of the Fund. The lower the rating of a bond, the greater the risk is that the issuer could default on its obligation to make payments under the bond. The Adviser notes however that any security rated “BBB-” or higher is still considered investment grade.
The Adviser does not intend to purchase securities for the Fund that are rated below “BBB-” at the time of purchase. However, securities that are downgraded below “BBB-” after purchase may continue to be held by the Fund. This policy is not a fundamental investment policy and may be changed in the future by the Board without shareholder approval.
Increasing the amount the Fund may invest in below “A-” rated debt allows for greater diversification within the Fund. Fixed income investors can earn returns primarily through two sources: credit spreads and interest rates. The Adviser intends to manage the weighted average duration (a measure of interest rate/sensitivity) of the Fund along with investing in a broader range of bonds carrying different credit ratings. Duration is a measure of interest rate risk, or the sensitivity of an investment to changes in interest rates. For example, if an investment has a duration of five years, for every 1% increase (or decrease) in interest rates, the price of a security is expected to fall (or rise) by approximately 5%. The anticipated weighted average duration for the Fund is up to 3.5 years. Although the portfolio repositioning associated with transitioning from the Fund’s current fundamental investment policy, if approved by shareholders, may result in tax or other costs to the Fund, the Adviser does not expect any such costs to be material.
Q. Why are you sending me this information?
A. You are receiving these proxy materials because you own shares of the Fund and have the right to vote on these very important proposals concerning your investment.
Q. Has the Board of Trustees (the “Board”) of William Blair Funds approved the Proposals and how does the Board recommend that I vote?
A. The Board unanimously approved the Proposals at a meeting held on October 26-27, 2021 and recommends that you vote FOR the Proposals.
Q. Who will bear the costs related to this proxy solicitation?
A. The cost of the proxy solicitation will be borne by the Fund; however, by virtue of the operation of the expense limitation arrangements currently in effect with respect to the Fund, these costs will ultimately be borne by WBIM. Broadridge Financial Services, Inc. (“Broadridge”) has been engaged to assist in the solicitation of proxies for the Fund at an estimated cost of $40,000, plus reimbursement for reasonable expenses. However, the exact cost will depend on the amount and types of services rendered.
Q. Who is entitled to vote?
A. If you owned shares of the Fund as of the close of business on November 19, 2021 (the “Record Date”), you are entitled to vote those shares.
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Q. When and where will the Meeting be held?
A. After considering the continuing health impacts of COVID-19, related governmental orders and guidance, and the wellbeing of shareholders, employees, and communities, the Board has determined to hold the Meeting only by means of remote communication through a live internet webcast. An in-person meeting at a physical location will not be held.
Q. How do I vote my shares?
A. For your convenience, there are several ways you can vote:
| • | By Mail: Vote, sign and return the enclosed proxy card(s) in the enclosed self-addressed, postage-paid envelope; |
| • | By Telephone: Call the number printed on the enclosed proxy card(s); |
| • | By Internet: Access the website address which is printed on the enclosed proxy card(s); or |
| • | At the Meeting over the Internet: Attend the Meeting as described in the Proxy Statement and vote during the webcast. |
Q. What vote is required to approve the Proposals?
A. Approval of each Proposal requires the affirmative vote of a “majority of the outstanding voting securities” of the Fund, which under the 1940 Act means an affirmative vote of the lesser of (a) 67% or more of the shares of the Fund present at the Meeting or represented by proxy if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (b) more than 50% of the outstanding shares of the Fund. For purposes of the Proposals, all shareholders vote together, regardless of which class they own.
The Proposals are independent of each other. Therefore, it may be the case that one Proposal may be approved while another is not, in which case only the Proposal that is approved will be acted on.
Q. What happens if I sign and return my proxy card but do not mark my vote?
A. Your proxy will be voted in favor of the Proposals.
Q. May I revoke my proxy?
A. You may revoke your proxy at any time before it is exercised at the meeting by giving notice of your revocation to the Fund in writing, or by the execution and delivery of a later-dated proxy. Your notice of revocation must be received by January 25, 2022 no later than 10:59 p.m. Central time.
Q. Whom should I call for additional information about this Proxy Statement?
A. If you need any assistance or have any questions regarding the Proposals or how to vote your shares, please call the Fund’s proxy information line at 1-833-934-2740 and follow the recorded instructions.
THE ATTACHED PROXY STATEMENT CONTAINS MORE DETAILED INFORMATION ABOUT THE PROPOSALS. PLEASE READ IT CAREFULLY. YOUR VOTE IS IMPORTANT.
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WILLIAM BLAIR FUNDS
WILLIAM BLAIR SHORT DURATION BOND FUND
(FORMERLY, WILLIAM BLAIR INCOME FUND)
150 NORTH RIVERSIDE PLAZA
CHICAGO, ILLINOIS 60606
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 23, 2018JANUARY 27, 2022
February 8, 2018December 13, 2021
To the Shareholders:
You are invited to attend a special meeting of the shareholders of William Blair Short Duration Bond Fund (formerly known as William Blair Income Fund and William Blair Short-Term Bond Fund) (the “Fund”), a series of William Blair Funds (the “Trust”). At its October 26-27, 2021 meeting, the Board approved a change in the Fund’s name from the “William Blair Income Fund” to the “William Blair Short-Term Bond Fund”. Subsequently in December 2021, the Board approved a change in the Fund’s name from the “William Blair Short-Term Bond Fund” to the “William Blair Short Duration Bond Fund”. The special meeting of the shareholders of the Fund will be held at 150 North Riverside Plaza, Chicago, Illinois, 60606, 46th Floor Conference Room 4606Avirtually on Friday, March 23, 2018January 27, 2022 at 12:00 p.m. Central time (the “Meeting”) for the following purposes:
To approve a change in the Fund’s fundamental investment objective to considerindicate that the Fund seeks to generate current income, rather than a high level of current income;
To approve a change in fundamental policy for the Fund to remove, as a fundamental policy, the current restriction on investment in fixed income securities rated below a specified rating level by nationally recognized rating organizations; and vote on the election of eight (8) nominees to the Board of Trustees of the Trust and to
To transact such other business if any, as may properly come before the meeting.Meeting or any adjournment(s) or postponement(s) thereof.
The Board of Trustees of the Trust has fixed the close of business on January 25, 2018November 19, 2021 as the record date for determining the shareholders of the TrustFund entitled to notice of and to vote at the meetingMeeting or any adjournments or postponements thereof. Shareholders are entitled to one vote for each share held and a proportionate fractional vote for each fractional share held.
You will be able to attend the Meeting online, submit your questions during the Meeting and vote your shares electronically. To participate in the Meeting, shareholders must register in advance by visiting https://www.viewproxy.com/WilliamBlairFund/broadridgevsm/ and submitting the required information to William Blair Investment Management, LLC (the “Adviser” or “WBIM”).
Shareholders whose shares are registered directly with the Fund in the shareholder’s name will be asked to submit their name and control number found on the shareholder’s proxy card in order to register to participate in and vote at the Meeting. Shareholders whose shares are held by a broker, bank or other nominee must first obtain a “legal proxy” from the applicable nominee/record holder, who will then provide the shareholder with a newly-issued control number. We note that obtaining a legal proxy may take several days. Requests for registration should be received no later than 4:00 p.m., Central time, on January 12, 2022, but in any event must be received by the scheduled time for commencement of the Meeting. Once shareholders have obtained a new control number, they must visit https://www.viewproxy.com/WilliamBlairFund/broadridgevsm/ and submit their name and newly-issued control number in order to register to participate in and vote at the Meeting.
After shareholders have submitted their registration information, they will receive an email that confirms that their registration request has been received and is under review by the Adviser. Once a shareholder’s registration request has been accepted, the shareholder will receive (i) an email containing an event link and dial-in information to attend the Meeting, and (ii) an email with a password to enter at the event link in order to access the Meeting. Shareholders may vote before or during the Meeting at https://www.viewproxy.com/WilliamBlairFund/broadridgevsm/. Only shareholders of the Fund present virtually or by proxy will be able to vote, or otherwise exercise the powers of a shareholder, at the Meeting.
The Meeting webcast will begin promptly at 12:00 p.m. Central time. We encourage you to access the Meeting prior to the start time. For additional information on how you can attend and participate in the virtual Meeting, please see the instructions beginning on the first page of the proxy statement that follows. Because the Meeting will be a completely virtual meeting, there will be no physical location for shareholders to attend.
By order of the Board | |
 | |
| |
Andrew T. Pfau | |
Secretary |
In order to avoid delay and additional expense and to assure that your shares are represented, please vote as promptly as possible, regardless of whether or not you plan to attend the meeting. You may vote by mail, telephone or over the Internet. To vote by mail, please mark, sign, date and mail the enclosed proxy card. No postage is required if mailed in the United States. To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide. To vote over the Internet, go to the Internet address provided on your proxy card and follow the instructions, using your proxy card as a guide.
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PROXY STATEMENT
WILLIAM BLAIR FUNDS
WILLIAM BLAIR SHORT DURATION BOND FUND
(each a “Fund” and together the “Funds”)FORMERLY, WILLIAM BLAIR INCOME FUND)
150 NORTH RIVERSIDE PLAZA
CHICAGO, ILLINOIS 60606
February 8, 2018December 13, 2021
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on March 23, 2018:January 27, 2022:
The Proxy Materials are available at: www.proxyvote.comwww.ProxyVote.com
GENERAL
The accompanying proxy is solicited by the Board of Trustees of William Blair Funds (the “Board” and each member thereof a “Trustee”) for voting at the special meeting of shareholders of William Blair Short Duration Bond Fund (formerly known as William Blair Income Fund and William Blair Short-Term Bond Fund) (the “Fund”), a series of William Blair Funds (the “Trust”). At its October 26-27, 2021 meeting, the Board approved a change in the Fund’s name from the “William Blair Income Fund” to the “William Blair Short-Term Bond Fund”. Subsequently in December 2021, the Board approved a change in the Fund’s name from the “William Blair Short-Term Bond Fund” to the “William Blair Short Duration Bond Fund”. The special meeting of the shareholders of the Fund will be held virtually on March 23, 2018January 27, 2022 at 12:00 p.m. Central time at 150 North Riverside Plaza, Chicago, Illinois, 60606, 46th Floor Conference Room 4606A, and at any and all adjournments or postponements thereof (the “Meeting”). This proxy statement and the enclosed proxy are first being mailed to shareholders on or about February 15, 2018.December 16, 2021.
Shareholders are being asked
To approve a change in the Fund’s fundamental investment objective to considerindicate that the Fund seeks to generate current income, rather than a high level of current income;
To approve a change in fundamental policy for the Fund to remove, as a fundamental policy, the current restriction on investment in fixed income securities rated below a specified rating level by nationally recognized rating organizations; and vote on the election of eight (8) nominees to the Board (the “Proposal”) and to
To transact such other business if any, as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.
The Meeting will be a virtual meeting conducted exclusively via live webcast starting at 12:00 p.m. Central time. You will be able to attend the Meeting online, submit your questions during the Meeting and vote your shares. To participate in the Meeting, shareholders must register in advance by visiting https://www.viewproxy.com/WilliamBlairFund/broadridgevsm/ and submitting the required information to William Blair Investment Management, LLC (the “Adviser” or “WBIM”).
Shareholders whose shares are registered directly with the Fund in the shareholder’s name will be asked to submit their name and control number found on the shareholder’s proxy card in order to register to participate in and vote at the Meeting. Shareholders whose shares are held by a broker, bank
or other nominee must first obtain a “legal proxy” from the applicable nominee/record holder, who will then provide the shareholder with a newly-issued control number. We note that obtaining a legal proxy may take several days. Requests for registration should be received no later than 4:00 p.m., Central time, on January 12, 2022, but in any event must be received by the scheduled time for commencement of the Meeting. Once shareholders have obtained a new control number, they must visit https://www.viewproxy.com/WilliamBlairFund/broadridgevsm/ and submit their name and newly-issued control number in order to register to participate in and vote at the Meeting.
After shareholders have submitted their registration information, they will receive an email that confirms that their registration request has been received and is under review by the Adviser. Once a shareholder’s registration request has been accepted, the shareholder will receive (i) an email containing an event link and dial-in information to attend the Meeting, and (ii) an email with a password to enter at the event link in order to access the Meeting. Shareholders may vote before or during the Meeting at https://www.viewproxy.com/WilliamBlairFund/broadridgevsm/. Only shareholders of the Fund present virtually or by proxy will be able to vote, or otherwise exercise the powers of a shareholder, at the Meeting.
In light of the rapidly changing developments related to COVID-19, we are pleased to offer our shareholders a completely virtual Meeting, which provides worldwide access and communication, while protecting the health and safety of our shareholders and the Fund’s officers. We are committed to ensuring that shareholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We will try to answer as many shareholder-submitted questions as time permits that comply with the Meeting rules of conduct. However, we reserve the right to edit profanity or other inappropriate language, or to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate. If substantially similar questions are received, we will group such questions together and provide a single response to avoid repetition.
Shareholders Entitled to Vote
The Board has fixed the close of business on January 25, 2018November 19, 2021 as the record date (the “Record Date”) for the determination of shareholders entitled to notice of and to vote at the Meeting. As of the Record Date, 844,299,2484,715,655 shares of the TrustFund were issued and outstanding in the following series and classes:
Fund | Class I | Class N | Institutional Class | ||||||
Growth Fund | 27,454,207 | 3,335,895 | N/A | ||||||
Large Cap Growth Fund | 12,714,598 | 2,033,704 | N/A | ||||||
Mid Cap Growth Fund | 6,080,685 | 555,123 | N/A | ||||||
Small-Mid Cap Growth Fund | 66,438,100 | 16,105,666 | N/A | ||||||
Small-Mid Cap Value Fund | 221,470 | 20,558 | N/A | ||||||
Small Cap Growth Fund | 11,919,469 | 5,303,766 | N/A | ||||||
Small Cap Value Fund | 30,959,750 | 1,443,540 | N/A | ||||||
Global Leaders Fund | 4,073,432 | 554,894 | 9,880,073 | ||||||
International Leaders Fund | 3,848,075 | 614,263 | 19,164,625 | ||||||
International Developed Plus Fund | 6,985,732 | 200,014 | N/A | ||||||
Institutional International Developed Plus Fund | N/A | N/A | 1,311,662 | ||||||
International Growth Fund | 75,769,649 | 24,658,540 | N/A | ||||||
Institutional International Growth Fund | N/A | N/A | 128,462,766 | ||||||
International Small Cap Growth Fund | 20,491,442 | 403,919 | 16,349,755 | ||||||
Emerging Markets Leaders Fund | 4,270,222 | 269,970 | 38,937,098 | ||||||
Emerging Markets Growth Fund | 8,075,152 | 660,887 | 71,676,662 | ||||||
Emerging Markets Small Cap Growth Fund | 15,361,609 | 808,915 | 8,897,969 | ||||||
Bond Fund | 37,576,019 | 8,167,820 | 8,904,667 | ||||||
Income Fund | 5,528,619 | 4,492,677 | N/A | ||||||
Low Duration Fund | 11,736,732 | 213,248 | 11,261,298 | ||||||
Macro Allocation Fund | 65,593,496 | 3,471,939 | 41,038,877 | ||||||
Class I | Class N | R6 Class | Total | |||
| 3,465,730 | 1,223,663 | 26,262 | 4,715,655 | |||
Required Vote
Shareholders of each Fund will vote together as a single class to elect nominees to the Board. A quorum of shareholders is required to take action at the Meeting. Holders of one-third of the outstanding shares of the Trust,Fund, present in person or by proxy, will constitute a quorum of shareholders at the Meeting. If a quorum is present at the Meeting: (1)Meeting, then the affirmative vote of a “majority of the outstanding voting securities” of the Fund, as defined in the Investment Company Act of 1940 (the “1940 Act”) is required for shareholders to approve the Proposals. A “majority of the outstanding voting securities” is defined in the 1940 Act as the lesser of (a) 67% or more of the shares present at the Meeting, if the holders of more than 50% of the outstanding shares of the TrustFund are present at the Meeting or represented by proxy, or (b) more than 50% of the outstanding shares of the Fund.
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If a proxy card is properly executed and returned accompanied by instructions to withhold authority (an abstention), the shares represented thereby will be counted as shares present and entitled to vote atfor purposes of determining whether a quorum is present, but will not be counted as a vote in favor of the Meeting, either in person or by proxy,Proposals. Accordingly, abstentions effectively will be required to re-elect each ofa vote against the current Trustees who have been nominated for re-election (each a “Trustee Nominee”Proposals. Ordinarily, broker non-votes, if any, would be counted as shares present and together the “Trustee Nominees”) to the Board; and (2) the affirmative vote of a plurality of the shares of the Trust entitled to vote at the Meeting willfor purposes of determining whether a quorum is present, but would not be required to elect each nominee who is not currentlycounted as a Trustee (each a “New Trustee” and together the “New Trustees”).
With respect to the election of Trustee Nominees, shareholders asvote in favor of the Record Date will haveProposals. However, because the optionProposals are considered non-routine, broker non-votes are inapplicable to vote “FOR” or “AGAINST” each Trustee Nominee, or may “ABSTAIN” from voting with respect to any Trustee Nominee. In order to be elected to the Board, each Trustee Nominee must receive a greater number of “For” votes than “Against” votes. With respect to the election of New Trustees, shareholders as of the Record Date will have the option to vote “FOR” each New Trustee or may “WITHHOLD” their vote with respect to any New Trustee. The two New Trustees (Nominees) who receive the greatest number of votes “FOR” their election will be elected to the Board.
Votes to “Abstain” or “Withhold”this solicitation and “broker non-votes” (i.e., shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote, and (ii) the broker or nominee does not have the discretionary voting power on a particular matter) will be treated as shares present at the meeting for quorum and voting purposes. Votes to “Abstain” will have the effect of an “Against” vote and “broker non-votes” will have no effectimpact on establishing quorum or the votes cast for purposes ofor against the re-election of the Trustee Nominees. Votes to “Withhold” and “broker non-votes” will have no effect for purposes of the election of the New Trustees. Additional information regarding each Trustee Nominee and New Trustee (together the “Nominees”) is provided below under “Proposal-Election of Trustees to the Board.”Proposals.
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Each valid proxy will be voted in accordance with the instructions provided on the proxy and as the persons named in the proxy determine on such other business as may come before the Meeting. If no instructions are given, the proxy will be voted FOR the election of each Nominee.Proposals. Shareholders are entitled to one vote for each share held and a proportionate fractional vote for each fractional share held. Shareholders may vote by filling out and signing the enclosed proxy card and returning it in the postage paid envelope provided. Shareholders may also vote by telephone or over the Internet. Please see the instructions on your proxy card for telephone voting and Internet voting. Shareholders will have an opportunity to review their voting instructions and make any necessary changes before submitting their voting instructions and terminating their telephone call or Internet link. Shareholders who execute a proxy in any of the above manners may revoke their proxy at any time before their shares are voted, either by delivering tosending the Trust a written notice of revocation of their proxy,or by delivering a duly executed proxy bearing a later date, ordate. Your notice of revocation must be received by attending the MeetingJanuary 25, 2022 no later than 10:59 p.m. Central time.
PROPOSALS
TO APPROVE A CHANGE IN THE FUND’S FUNDAMENTAL INVESTMENT OBJECTIVE AND FUNDAMENTAL INVESTMENT POLICY
Background and voting in person. For directions on how to attend the Meeting in person, please call William Blair Funds toll-free at 1-800-742-7272 or contact your financial advisor.
RecommendationDescription of the BoardProposals
The Board recommends that shareholders vote FORmarketplace for short-term, investment grade, fixed income funds has evolved since the election of each Nominee named above.
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PROPOSAL
ELECTION OF TRUSTEES TO THE BOARD
(All Funds)
General
At the Meeting, shareholdersinception of the Trust will beFund. The Adviser believes that certain changes to the Fund’s investment objective and fundamental investment policies could enable the Adviser to manage the Fund more effectively and in a manner more consistent with investor needs and reflective of the growth and structure of the bond market. Therefore, shareholders are being asked to elect eight individuals to constitute the Board of the Trust. The Board has nominated Vann A. Avedisian, Kathleen T. Barr, Stephanie G. Braming, Daniel N. Leib, Donald J. Reaves, Arthur J. Simon, Thomas J. Skelly and Steven R. Zenz as the individuals to be elected as Trustees of the Trust. Mr. Avedisian, Ms. Barr, Mr. Leib, Mr. Reaves, Mr. Skelly and Mr. Zenz are referred to herein as Trustee Nominees because they are currently members of the Board of Trustees of the Trust. Messrs. Avedisian, Reaves and Skelly were most recently electedapprove these changes to the Board by shareholders in 2012. Ms. Barr, Mr. LeibFund’s fundamental investment objective and Mr. Zenz became Trustees in 2013, 2016 and 2018, respectively, following appointment by the Board of Trustees of the Trust in accordance with the provisions of the Trust’s Declaration of Trust and Section 16(a) offundamental investment policy. Under the Investment Company Act of 1940 as amended (the “1940 Act”). Ms. Braming and Mr. Simon are referred, changes to herein as New Trustees because they are not currently Trusteesa fund’s fundamental investment policy or to a fund’s fundamental investment objective require shareholder approval.
Proposal 1 – To approve a change to the Fund’s Fundamental Investment Objective
Proposal 1 relates to a proposed change to the Fund’s fundamental investment objective. Currently the objective of the Trust, and uponFund is:
The William Blair Short Duration Bond Fund seeks a high level of current income with relative stability of principal.
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The Adviser recommends changing the recommendationobjective to read as follows:
The William Blair Short Duration Bond Fund seeks to generate current income, consistent with relative stability of capital.
The Adviser believes this change would align the Fund’s investment objective with the expected future management of the BoardFund and management’s understanding of Trustees they are being presentedshareholder investment expectations for election. Phillip O. Peterson and Donald L. Seeley are currently membersshort-term bond funds. If shareholders approve Proposal 1, the Adviser will operate the Fund under the revised investment objective. The Fund’s investment objective would continue to be fundamental, meaning it could not be changed further in the future without shareholder approval. If shareholders do not approve Proposal 1, the Fund will continue to be managed with the investment objective of seeking a high level of current income with relative stability of principal.
Proposal 2 – To approve changes to certain of the Board of Trustees of the Trust who are not standing for re-electionFund’s Fundamental Investment Policy
Proposal 2 relates to a proposed change to the Board due to their scheduled retirements.
The current members of the Board, Ms. Barr and Messrs. Avedisian, Leib, Peterson, Reaves, Seeley, Skelly and Zenz are not “interested persons” of the Trust as defined in the 1940 Act (the “Independent Trustees”). Ms. Braming and Mr. Simon are considered interested persons of the Trust as defined in the 1940 Act (and if elected to the Board would be considered “Interested Trustees”) because they are Partners of the Trust’sFund’s fundamental investment adviser, William Blair Investment Management, LLC (“WBIM” or the “Adviser”), and principal underwriter, William Blair & Company, L.L.C. (“WBC” or the “Distributor”) (WBIM and WBC are collectively referred to as “William Blair”), andpolicy with respect to Ms. Braming also due to her position as an officerthe credit ratings of the Trust.debt securities in which the Fund currently invests at least 90% of its assets. The Adviser believes that if approved, Proposal 2 would provide the Adviser more flexibility to invest the Fund’s assets in a manner that could result in improved investment performance for the Fund.
Each Nominee electedThe Fund may currently invest up to 10% of its total assets in below “A-” rated debt. To more closely align with the portfolio management team’s expectations for managing the Fund and in light of growth in the percentage of investment grade debt represented by BBB-rated debt (including debt rated “BBB+”, “BBB”, and “BBB-”), the investment team believes it is appropriate to have additional flexibility to be able to invest a larger portion of the Fund’s total assets in a wider range of debt, including debt rated “BBB+” or lower, to help balance the Fund’s exposure between credit spreads and interest rates. The Adviser expects that any increase in BBB-rated debt will not materially diverge from the Fund’s current risk/return profile. As set forth in more detail below, if Proposal 2 is approved by shareholders, the Fund would be subject to an investment policy to invest primarily in U.S. dollar denominated, investment grade fixed income securities and the Adviser would not intend to purchase securities for the Fund that are rated below “BBB-” at the time of purchase. However, these policies are not fundamental investment policies of the Fund and, as a result, may be changed in the future by the Board without shareholder approval.
The Fund currently has the following principal investment strategies:
“As a matter of fundamental policy, under normal market conditions, the Fund invests at least 90% of its total assets in the following: (a) U.S. dollar-denominated corporate debt securities (domestic or foreign) with long-term ratings of “A-” or better, or an equivalent rating, by at least one of the following three nationally recognized statistical rating organizations: Fitch Ratings, Moody’s Investors Service, Inc. and Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“Rating Organizations”); (b) obligations of or guaranteed by the U.S. Government, its agencies or instrumentalities; (c) collateralized obligations, which are debt securities issued by a corporation, trust or custodian, or by a U.S. Government agency or instrumentality, that are collateralized (i.e., secured as to payment of interest and/or principal) by a portfolio or pool of assets, such as mortgages, mortgage-backed securities, debit balances on credit card accounts or U.S. Government securities (the Fund may invest in collateralized obligations that are not guaranteed by a U.S. Government agency or instrumentality only if the
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collateralized obligations are rated “A-” or better, or an equivalent rating, by one of the Rating Organizations); and (d) commercial paper obligations rated within the highest grade by one of the Rating Organizations.”
It is proposed that the fundamental investment policy be revised to read as follows:
As a matter of fundamental policy, under normal market conditions, the Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in bonds.
The revised policy will provide the Fund with greater flexibility to invest in debt of any quality, including BBB-rated debt securities (including debt securities rated “BBB+”, “BBB”, and “BBB-”), which as described below, will help the Fund balance its exposure between credit spreads and interest rates and will also satisfy the regulatory requirement that the Fund adopt a policy to invest at least 80% of its net assets in bonds consistent with its new name. For purposes of the policy, “bonds” would include all types of fixed income instruments.
Assuming that Proposal 2 is approved by shareholders, the Adviser would also include the following additional disclosure in the Fund’s principal investment strategies(although this is not a fundamental policy and could be changed in the future without shareholder approval):
“The Fund invests primarily in U.S. dollar denominated, investment grade fixed income securities. A security is considered to be investment grade if it is rated in one of the highest four categories by at least one nationally recognized statistical rating organization (“Rating Organization”) at the Meeting will serve astime of investment.”
The Fund also currently has a Trusteenon-fundamental investment policy that up to 10% of the Trust untilFund’s total assets may be invested in debt securities that at the electiontime of purchase are rated lower than “A-” but at least “BBB-” (or its equivalent) by at least one nationally recognized statistical rating organization, so long as the Fund does not invest more than 3% of its total net assets in securities of any single issuer whose securities are rated “BBB-”. Securities that are downgraded below “BBB-” (or its equivalent) after purchase may continue to be held in the Fund.
If Proposal 2 is approved by shareholders, this non-fundamental investment policy would be updated to (i) permit the Fund to invest up to 100% of its total assets in in debt securities that at the time of purchase are rated at least “BBB-” (or its equivalent) by at least one nationally recognized statistical rating organization and qualification(ii) eliminate the restriction on investing more than 3% of the Fund’s total net assets in securities of any single issuer whose securities are rated “BBB-”.
The Adviser does not intend to purchase securities for the Fund that are rated below “BBB-” at the time of purchase. However, securities that are downgraded below “BBB-” after purchase may continue to be held by the Fund. This policy is not a fundamental policy and may be changed in the future by the Board without shareholder approval.
Proposal 2 could incrementally increase the risk profile of the Fund. The lower the rating of a successorbond, the greater the risk is that the issuer could default on its obligation to make payments under the bond. The Adviser notes however that any security rated “BBB-” or until death, retirement or resignation, or removal as providedhigher is still considered investment grade.
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Increasing the amount the Fund may invest in below “A-” rated debt allows for ingreater diversification within the Trust’s DeclarationFund. Fixed income investors can earn returns primarily through two sources: credit spreads and interest rates. The Adviser intends to manage the weighted average duration (a measure of Trust. It is the Board’s policy that retirement for Independent Trustees occurs at the conclusioninterest rate risk/sensitivity) of the first regularly scheduled Board meetingFund, along with investing in a broader range of bonds carrying different credit ratings. Duration is a measure of interest rate risk, or the Trust’s fiscal year that occurs aftersensitivity of an investment to changes in interest rates. For example, if an investment has a duration of five years, for every 1% increase (or decrease) in interest rates, the earlier of (a) the Trustee’s 72nd birthday or (b) the 15th anniversary of the date that the Independent Trustee was first elected or appointed as a member of the Board of Trustees. The Board may defer the scheduled retirementprice of a Trustee.
All Nominees listed below have consented to serve as Trustees of the Trust, if elected. In case any Nominee shall be unable or shall fail to act as a Trustee by virtue of an unexpected occurrence, persons named as proxies will vote in their discretion for such other nominee or nominees as the current Trustees may recommend. The following table presents certain information about the Nominees. Each Nominee’s year of birth is set forth after his or her name. The mailing address for each nominee is 150 North Riverside Plaza, Chicago, Illinois 60606.
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Nominees for Election as Trustees
Independent Trustees/Trustee Nominees
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of the DFS spin-off and 2017, respectively, for the services provided. RRD’s revenue was over $8 billion in 2016 for the period from January 1 to September 30, 2016 andsecurity is expected to be over $6.5 billionfall (or rise) by approximately 5%. The anticipated weighted average duration for the Fund is up to 3.5 years. Although the portfolio repositioning associated with transitioning from the Fund’s current fundamental investment policy, if approved by shareholders, may result in 2017. Mr. Leib, as former Executive Vice President and Chief Financial Officer of RRD, was not directly involved in any of the services providedtax or other costs to the Funds or William Blair and his compensation wasFund, the Adviser does not materially affected by the fees RRD received from the Funds and William Blair.
Interested Trustees/New Trustees/Nominees
Board of Trusteesexpect any such costs to be material.
The primary responsibility ofproposed changes will allow the Board of Trustees is to representAdviser greater flexibility in balancing the interests ofFund’s exposure between credit spreads and interest rates.
If shareholders approve Proposal 2, the Adviser will operate the Fund under the revised fundamental investment policy. If shareholders of the TrustFund do not approve Proposal 2, the Fund will continue to operate under its existing fundamental investment policy as described in the Fund’s current registration statement and to provide oversightas summarized in this proxy statement.
Review of the managementProposals and Recommendation of the Trust. The slate of Nominees proposed for election at the Meeting is comprised of two individuals (25% of the proposed Board) who would be Interested Trustees and six individuals (75% of the proposed Board) who would be Independent Trustees. SEC rules currently requireBoard
At a majority of the board members of a fund to be “independent” if the fund takes advantage of certain exemptive rules under the 1940 Act.
The Trust’s day to day operations are managed by the Adviser and other service providers who have been approved by the Board. In light of the general characteristics of the Trust, including the number of Funds, the nature of the Funds’ investments and the historical relationship between the Trust and the Adviser,meeting held on October 26-27, 2021, the Board has developed a governance structureconsidered the Proposals and voted unanimously to approve the Proposals. In determining to recommend that fostersshareholders vote to approve the type of meaningful dialogue between the Adviser and the Independent Trustees that results in an appropriate balance of cooperation with and oversight of the Adviser. It is expected that, if elected to the Board, Ms. Braming will be appointed by the Board to act as Chair of the Board, and if she were, the Chair of the Board would be an interested person of the Trust and also serve as the Trust’s Principal Executive Officer. The Independent Trustees have appointed Mr. Reaves to serve as Lead Independent Trustee.
The Lead Independent Trustee is responsible for: (i) coordinating activities of the Independent Trustees; (ii) working with the Adviser and counsel to determine the agenda for Board meetings; (iii) serving as the principal contact for and facilitating communication between the Independent Trustees and the Trust’s service providers, particularly the Adviser; and (iv) any other duties that the Independent Trustees may delegate to the Lead Independent Trustee.
Generally, the Board acts by majority vote of all the Trustees, including a majority vote of the Independent Trustees if required by applicable law. The Board has established three standing committees, the Audit
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Committee, the Nominating and Governance Committee and the Compliance Committee, each comprised entirely of the Independent Trustees, to which it has delegated certain responsibilities as described below. Each of the three standing Committees reports its activities to the Board on a regular basis. The Board and its committees meet regularly throughout the year to oversee the Trust’s activities, including reviewing at one or more meetings, the Trust’s arrangements with the Adviser and other service providers, the operation of the Trust’s investment policies, compliance and regulatory matters and the Funds’ investment performance. The Independent Trustees are represented by independent legal counsel at Board and committee meetings. As part of its general oversight of the Trust, the Board is involved in the risk oversight of the Trust directly and through its committees. The Board reviews the investment performance of the Funds with the Adviser, including meeting regularly with the portfolio managers, at each of its regularly scheduled quarterly Board meetings. In addition, the Board must approve any material changes to a Fund’s investment policies or restrictions. With respect to compliance matters, the Trust’s Chief Compliance Officer provides to the Board the annual compliance report required by Rule 38a-1 under the 1940 Act. With respect to valuation, the Board has established a Valuation Committee which, in addition to the Audit Committee, oversee a pricing committee comprised of Trust officers and Adviser personnel. The Board has approved Valuation Procedures, including fair valuation procedures, applicable to valuing the Funds’ securities, which the Board reviews at least annually.
The Audit Committee is responsible for monitoring the Trust’s accounting policies, financial reporting and internal control systems, as well as the work of the independent auditors. On a quarterly basis, the Audit Committee also reviews a report from the Chief Compliance Officer and information from the Adviser’s pricing committee on valuation and pricing matters.
The Compliance Committee is primarily responsible for overseeing the administration and operation of the compliance policies and procedures of the Trust and its service providers and assisting the Board in fulfilling its responsibility to oversee regulatory and compliance matters involving the Trust. The Compliance Committee receives a quarterly report from the Chief Compliance Officer regarding the operation of the Trust’s compliance policies and procedures, including any material compliance issues that arose during the quarter and meets in executive session with the Chief Compliance Officer at its quarterly meetings.
The Nominating and Governance Committee’s primary functions are to select individuals who would qualify to serve as independent trustees, nominate independent trustees for Board membership, recommend committee chairs, review committee membership and oversee the administration of the William Blair Funds Board of Trustees Governance Guidelines and Procedures.
During 2017, the Board met five times. Each Trustee Nominee (except Mr. Zenz who was appointed to the Board effective January 1, 2018) attended at least 75% of the respective meetings of the Board and the Committees (if a member thereof) held during 2017.
The members of the Audit Committee, all of whom are Independent Trustees, include Messrs. Leib (Chairman), Avedisian, Reaves, Skelly and Zenz and Ms. Barr. The Audit Committee held four meetings in 2017.
The members of the Compliance Committee, all of whom are Independent Trustees, include Ms. Barr (Chairman) and Messrs. Avedisian, Leib, Reaves, Skelly and Zenz. The Compliance Committee held four meetings in 2017.
The members of the Nominating and Governance Committee, all of whom are Independent Trustees, include Messrs. Skelly (Chairman), Avedisian, Leib, Reaves and Zenz and Ms. Barr. The Nominating and Governance Committee held four meetings in 2017. A copy of the Nominating and Governance Committee Charter is attached as Appendix A.
Pursuant to the Trust’s Governance Guidelines and Procedures, the Nominating and Governance Committee will independently evaluate Independent Trustee candidates for Board membership. In evaluating Independent Trustee candidates, the Nominating and Governance Committee will take into account such factors as it deems appropriate, including the professional experience, education and skills of the candidate and the overall diversity of the Board’s composition. With regard to candidates who would be “interested persons” of the Trust because of their role with the Adviser or Distributor, the Board gives reasonable deference to William Blair’s identification of candidates. The Nominating and Governance Committee believes the Board generally benefits from diversity of background, experience and views among its members, and considers this a factor in evaluating the composition of the Board, but has not adopted any specific policy in this regard. Suggestions for Independent
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Trustee candidates may be submitted to the Nominating and Governance Committee by other Trustees, by shareholders or by the Adviser. Shareholders may submit suggestions for Independent Trustee candidates by sending a resume of the candidate to the William Blair Funds, Secretary of the Trust, 150 North Riverside Plaza, Chicago, Illinois 60606, for the attention of the Chair of the Nominating and Governance Committee. There is no difference in the manner in which the Nominating and Governance Committee evaluates candidates recommended by shareholders versus candidates recommended by other parties. Prior to being appointed or elected to the Board, each Trustee Nominee was recommended to the Board as a candidate for appointment or election by the Nominating and Governance Committee. Ms. Braming and Mr. Simon, neither of whom are currently a Trustee of the Trust and each of whom are interested persons of the Trust, were recommended to the Board by the Adviser.
The members of the Valuation Committee include an interested trustee, of which there are currently none and Mr. Avedisian (Independent Trustee). The other Independent Trustees are designated as alternate members in the event that Mr. Avedisian is unavailable. The Valuation Committee was consulted eight times in 2017.
The Board has adopted a policy that absent personal circumstances that do not permit a Trustee to attend, Trustees are expected to be present at shareholders’ meetings in order to facilitate communications with shareholders. Under circumstances where no Trustee is available to attend a shareholders’ meeting, the Board may designate a senior officer of the Trust to be present and to report back to the Board.
Qualifications of Nominees
The following is a brief discussion of the experiences and qualifications that led to the conclusion that each Nominee should serve as a Trustee of the Trust. Generally, the professional, business and educational experience of each Nominee was considered in determining his or her qualifications to serve as a Trustee. Each Nominee’s previous record of service, as applicable, as a Trustee or officer of the Trust was considered and served to demonstrate his or her understanding of and commitment to the Trust. With respect to each Nominee,Proposals, the Board considered, among other factors, that the following experiencesProposals constitute part of a broader repositioning of the Fund intended to enable the Adviser to manage the Fund more effectively and qualifications:
The Board considered Vann A. Avedisian’s professional experience serving in various executive positionsa manner more consistent with companies ininvestor needs and reflective of the real estate industry, including co-foundinggrowth and serving as a Managing Directorstructure of Oxford Capital Partners, Inc. and, currently, directing the capital market activities of Highgate Holdings, where he is a Principal. Thebond market. In particular, the Board considered the executive, financial, operations and risk management experienceAdviser’s statements that Mr. Avedisian gained over the course of his career. The Board also considered Mr. Avedisian’s experience serving as a director of various private and public organizations, including service as the compensation committee chair of a public company.
The Board considered Kathleen T. Barr’s professional experience serving in various executive positions in the financial services industry, including serving as former owner of a registered investment adviser, Chief Administrative Officer, Senior Vice President and Senior Managing Director of Allegiant Asset Management Company (merged with PNC Capital Advisors, LLC in 2009) and as Chief Administrative Officer, Chief Compliance Officer and Senior Vice President of PNC Funds and PNC Advantage Funds (f/k/a Allegiant Funds). The Board considered the executive, compliance, investment product, administrative, operations and risk management experience that Ms. Barr gained over the course of her career. The Board also considered Ms. Barr’s experience serving on the board of another mutual fund group and serving as a member of the Governing Council of the Independent Directors Council.
The Board considered Stephanie G. Braming’s professional experience in the financial services industry, including as a Partner of William Blair Investment Management, LLC and William Blair & Company, L.L.C. where she serves on the executive committee and as the global head of William Blair’s Investment Management division. The Board considered the executive, investment and financial experience that Ms. Braming gained over the course of her career. The Board also considered that because of Ms. Braming’s positions with William Blair, she is involved in the day-to-day management of the Adviser believes the Fund would benefit from changing its fundamental investment objective and fundamental investment policy because those changes would allow the Trust.
The Board considered Daniel N. Leib’s professional experience servingFund greater flexibility to pursue a broader universe of investment opportunities, and that the changes to the fundamental investment objective and fundamental investment policies would be beneficial in various executive positions with companies inexecuting the printing, advertising and marketing and retail industries, including currently serving as Chief Executive Officer of Donnelley Financial Solutions, Inc., and prior thereto serving in roles as Executive Vice President, Chief Financial Officer, Senior Vice President and Treasurer, of R. R. Donnelley & Sons Company. The Board consideredAdviser’s strategy for the executive, financial (including treasury and pension oversight), operations and risk management experience that Mr. Leib gained over the course of his career.
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The Board considered Donald J. Reaves’ professional experience serving in various executive positions at major U.S. universities, including Chancellor of Winston-Salem State University and Chief Financial Officer at the University of Chicago and Brown University. The Board considered the executive, financial, audit, investment and risk management experience that Mr. Reaves gained over the course of his career. The Board also considered Mr. Reaves’ experience serving as a director or trustee of various public and private organizations, including serving in multiple leadership positions on the boards of such organizations.
The Board considered Arthur J. Simon’s professional training and experience as an attorney and his executive experience gained as a Partner of William Blair Investment Management, LLC and William Blair & Company, L.L.C., including serving on William Blair’s executive committee and as General Counsel of William Blair. The Board considered the legal and executive experience that Mr. Simon gained over the course of his career.Fund. The Board considered that becausea fund that invests a larger percentage of Mr. Simon’s position with William Blair, he is involvedits assets in a lower rated securities could be more susceptible to negative events affecting those issuers, and in that regard, considered the day-to-day managementAdviser’s belief that the potential benefits of investing more of the Adviser and the Distributor.
The Board considered Thomas J. Skelly’s professional experience servingFund’s assets in various executive positions at Accenture, including his experiencelower rated securities as the managing partner of Accenture’s U.S. operations and as the chairmanpart of the Accenture Pension Fund. The Board consideredFund’s revised strategy justify the executive, operations, information technology, financialrelated risks, and investment experience that Mr. Skelly gained overnoted the courseAdviser’s discussion of his career. The Board also considered Mr. Skelly’s experience serving as a director or trustee of a public company and various private organizations. Further,portfolio risk management at the October meeting. Additionally, the Board considered Mr. Skelly’s service on various advisory boards for private and public companies.
The Board considered Steven R. Zenz’s professional training and experience as a certified public accountant and auditor, including his experience as a partnerthat the costs associated with seeking shareholder approval of KPMG LLP providing advice to clientsthe Proposals would not be borne by the shareholders given the expense limitation arrangements currently in a variety of industries and serving as Partner in Charge of KPMG’s Minneapolis-based Investment Banking Practice as well as various other leadership roles within KPMG LLP. The Board considered the executive, financial and audit experience that Mr. Zenz gained over the course of his career. Further, the Board considered Mr. Zenz’s experience serving on the boards of other public and private companies and organizations.
Referenceseffect with respect to the experience and qualifications of the Nominees are pursuant to requirements of the Securities and Exchange Commission, do not constitute holding out of any Nominee or the Board as having any special expertise and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.Fund.
Shareholder Communication with the TrusteesTHE BOARD OF TRUSTEES UNANIMOUSLY RECOMMEND THAT YOU VOTE IN
To facilitate shareholder communications with the Board (or with any individual Trustee), shareholders are instructed to forward correspondence (including suggestions for Trustee candidates) by U.S. mail or other courier service to the William Blair Funds, Secretary of the Trust, 150 North Riverside Plaza, Chicago, Illinois 60606. Correspondence addressed to the Board will be forwarded to the Chairperson of the Nominating and Governance Committee and correspondence addressed to a specific Trustee will be forwarded to that Trustee.
Compensation of Trustees
Independent Trustees receive an annual retainer plus Board meeting fees (which vary depending on whether attendance is in person or by telephone). Independent Trustees also receive compensation for attendance at committee meetings (except for the Valuation Committee for which the Trustees receive no additional compensation). The Lead Independent Trustee and the Chairmen of the Audit Committee, Compliance Committee and Nominating and Governance Committee each receive an additional retainer for serving in such positions. Compensation for Independent Trustees is reviewed by the Nominating and Governance Committee annually and changes are subject to approval by the Board. The Independent Trustees receive one-half of the annual retainer in cash and the other half is invested in Fund shares as directed by the Independent Trustees. The Interested Trustees and officers affiliated with the Adviser receive no compensation from the Trust.
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The following table sets forth the compensation earned by each Independent Trustee/Nominee from the Funds and the Trust for the fiscal year ended December 31, 2017:
Independent Trustee/Nominee | Aggregate Compensation from the Funds | Pension or Retirement Benefits Accrued As Part of Fund Expenses | Estimated Annual Benefits Upon Retirement | Total Compensation from the Trust (including the Funds)(1) | ||||||||
Vann A. Avedisian | $ | 136,000 | $ | 0 | $ | 0 | $ | 136,000 | ||||
Kathleen T. Barr | $ | 142,000 | $ | 0 | $ | 0 | $ | 142,000 | ||||
Daniel N. Leib | $ | 138,000 | $ | 0 | $ | 0 | $ | 138,000 | ||||
Donald J. Reaves | $ | 136,000 | $ | 0 | $ | 0 | $ | 136,000 | ||||
Thomas J. Skelly | $ | 142,000 | $ | 0 | $ | 0 | $ | 142,000 | ||||
Steven R. Zenz(2) | — | — | — | — | ||||||||
Total(3) | $ | 999,000 | $ | 0 | $ | 0 | $ | 999,000 | ||||
Trustee, Nominee and Officer Fund Ownership
Appendix B hereto sets forth information regarding the Trustees’, Nominees’ and Trust officers’ ownership of the Funds. Appendix B also lists all shareholders known to the Trust to beneficially own more than 5% of any class of any Fund. Fund ownership information set forth in Appendix B is provided as of December 31, 2017.
Trust Officers
The following table presents information about the executive officers of the Trust. Each individual’s year of birth is set forth after his or her name. The Trust’s officers, except the Chief Compliance Officer, are elected annually by the Board. The Trust’s Chief Compliance Officer is designated by the Board and may only be removed by action of the Board, including a majority of the Independent Trustees. The Length of Time Served for all officers indicates the year the individual first became an officer of the Trust. The mailing address for each officer is 150 North Riverside Plaza, Chicago, Illinois 60606.
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board, including the Independent Trustees, has selected Ernst & Young LLP (“E&Y”) to act as the independent registered public accounting firm to audit the books and records of the Trust for the current fiscal year. E&Y has served the Trust in this capacity since the Trust was organized. A representative of E&Y is expected to be present, in person or by telephone, at the Meeting and, if present, will be available to respond to any appropriate questions raised at the Meeting and may make a statement.
In connection with the audit of the 2017 financial statements, the Trust entered into an engagement letter with E&Y. The terms of the engagement letter agreed to by the Audit Committee include provisions in which the parties agree, subject to the full terms and conditions as set forth in the engagement letter, that (i) certain matters arising out of the engagement letter shall be governed by, and construed in accordance with, the laws of New York, and (ii) any dispute or claim arising out of or relating to services under the engagement letter shall be resolved by mediation or arbitration.
Audit Fees
For the fiscal years ended December 31, 2016 and 2017, E&Y billed the Trust $684,300 and $663,600, respectively, for professional services rendered for the audit of the Trust’s annual financial statements or services that are normally provided in connection with statutory and regulatory filings.
Audit-Related Fees
For the fiscal years ended December 31, 2016 and 2017, E&Y billed the Trust $0 and $0, respectively, for assurance and related services that are reasonably related to the performance of the audit of the Trust’s financial statements and that are not reported above. For the fiscal years ended December 31, 2016 and 2017, E&Y provided no audit-related services to the Adviser or any entity controlling, controlled by, or under common control with the Adviser providing ongoing services to the Funds (“control affiliate”) that were for engagements directly related to the Trust’s operations and financial reporting.
Tax Fees
For the fiscal years ended December 31, 2016 and 2017, E&Y billed the Trust $205,850 and $239,900, respectively, for professional services rendered for tax compliance, tax advice and tax planning. Such services consisted of preparation of tax returns, year-end distribution review, qualifying dividend income analysis and review of year-end tax reporting. For the fiscal years ended December 31, 2016 and 2017, E&Y did not bill the Adviser or any of its control affiliates for any tax services that were for engagements directly related to the Trust’s operations and financial reporting.
All Other Fees
For the fiscal years ended December 31, 2016 and 2017, E&Y did not bill the Trust for products and services other than the services reported above. For the fiscal years ended December 31, 2016 and 2017, E&Y provided no other services to the Adviser or any of its control affiliates that were for engagements directly related to the Trust’s operations and financial reporting.
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Audit Committee Pre-Approval Policies and Procedures
Pursuant to the Trust’s Audit Committee Charter (the “Charter”), the Audit Committee is responsible for pre-approving any engagement of the independent auditor to provide non-prohibited services to the Funds, including the fees and other compensation to be paid to the independent auditor. Pursuant to the Charter, the Audit Committee is also responsible for pre-approving any engagement of the independent auditor, including the fees and other compensation to be paid to the independent auditor, to provide non-audit services to the Adviser or any of its control affiliates, if the engagement relates directly to the operations and financial reporting of a Fund. The Chair of the Audit Committee may grant the pre-approval referenced above for non-prohibited and non-audit services. All such delegated pre-approvals shall be presented to the Audit Committee no later than the next Audit Committee meeting. None of the Audit-Related and Tax Services billed by E&Y for the fiscal years ended December 31, 2016 and 2017 discussed above were approved by the Audit Committee pursuant to a waiver of these Pre-Approval Policies and Procedures.
Non-Audit Fees
For the fiscal years ended December 31, 2016 and 2017, E&Y billed the Trust $205,850 and $239,900, respectively, in non-audit fees (tax services). For the same periods, E&Y billed the Adviser and its control affiliates $0 and $0, respectively, in non-audit fees.FAVOR OF THE PROPOSALS.
MISCELLANEOUS
Investment Adviser, Principal Underwriter and Administrator
William Blair Investment Management, LLCWBIM and William Blair & Company, L.L.C. (“WBC”), each located at 150 North Riverside Plaza, Chicago, Illinois 60606, are respectively the Trust’s investment adviser and principal underwriter and
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distributor. Pursuant to a management agreement, the Adviser acts as the investment adviser to each Fund’s adviser,series of the Trust, manages its investments, administers its business affairs, furnishes office facilities and equipment, provides clerical, bookkeeping and administrative services, provides shareholder and information services and permits any of its partners or employees to serve without compensation as trustees or officers of the Fund if elected to such positions. The Distributor acts as agent of the Trust in the sale of Fund shares. WBIM and WBC are collectively referred to herein as “William Blair.”
William Blair was founded over 80 years ago by William McCormick Blair. Today, the firm hasAs of September 30, 2021, William Blair had over 1,4001,700 employees including approximately 185204 partners.
The Adviser WBIM oversees the assets of the Trust, along with corporate pension plans, endowments and foundations and individual accounts. The Adviser currently managesfoundations. As of September 30, 2021, WBIM managed over $74$77.4 billion in equities, fixed-incomefixed income securities, derivatives and cash equivalents.
The Adviser firmly believes that clients are best served when portfolio managers are encouraged to draw on their experience and develop new ideas. This philosophy has helped build a hard-working, results-oriented team of 46 portfolio managers, supported by a team of analysts. The Adviser is registered as an investment adviser under the Investment Advisers Act of 1940.
State Street Bank and Trust Company, located at One Lincoln Street, Boston, Massachusetts, 02111, provides custodian, valuation and certain administrative services to the Trust pursuant to various agreements.
Proxy Solicitation and Expenses
In addition to solicitations by mail, solicitations also may be made by telephone, through the Internet or in person by officers of the Trust or employees of the Adviser and by certain financial services firms and their representatives, who will receive no extra compensation for their services. Broadridge Financial SolutionsServices, Inc. (“Broadridge”) has been engaged to assist in the solicitation of proxies for the Trust at an estimated cost of $288,000,$40,000, plus reimbursement for reasonable expenses. However, the exact cost will depend on the amount and types of services rendered. The cost of proxy solicitation will be borne by the Funds.Fund; however, by virtue of the operation of the expense limitation arrangements currently in effect with respect to the Fund, these costs will ultimately be borne by WBIM.
Shareholders may vote by mail, telephone or over the Internet. Shareholders who vote by telephone or over the Internet will have an opportunity to review their voting instructions and make any necessary changes before submitting their voting instructions and terminating their telephone call or Internet link. If a shareholder wishes to participate in the Meeting, but does not wish to give a proxy by telephone or over the Internet, the shareholder
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may still submit the proxy card originally sent with this proxy statement or attend the Meeting in person.by means of remote communication. Should shareholders require additional information regarding the proxy or a replacement a proxy card, they may contact William Blair FundsBroadridge toll-free at 1-800-742-7272 or contact their financial advisor.1-833-934-2740.
Adjournment
If a quorum is not present, the Meeting may be adjourned to a later date by the affirmative vote of a majority of the shares present. In the event that a quorum is present at the Meeting, but sufficient votes to elect a Nomineeapprove the Proposals are not received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any such adjournment must be approved by the affirmative vote of a majority of the shares present, in person or by proxy, at the Meeting. It is anticipated that the persons named as proxies would vote in favor of any adjournment. The Meeting may be adjourned without further notice to shareholders, but the Meeting may not be adjourned for more than six months beyond the originally scheduled meeting date.
7
Proposals of Shareholders
The Trust does not generally hold annual shareholders’ meetings but will hold special meetings as required or deemed desirable. Because the Trust does not hold regular shareholders’ meetings, the anticipated date of the next shareholders’ meeting (if any) cannot be provided. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholders’ meeting of the Trust, including submitting nominees for election as Trustees, should send their written proposals to the William Blair Funds, Secretary of the Trust at 150 North Riverside Plaza, Chicago, Illinois 60606. Proposals must be received in a reasonable time before the Trust begins to print and mail theits proxy materials for a shareholders’the meeting. The timely submission of a proposal does not guarantee its inclusion.
Other Matters to Come Before the Meeting
The Board is not aware of any matters that will be presented for action at the Meeting other than the ProposalProposals set forth herein. Should any other matters requiring a vote of shareholders arise, the proxy in the accompanying form will confer upon the person or persons entitled to vote the shares represented by such proxy the discretionary authority to vote the shares with respect to any such other matters.
Householding Information
In order to reduce the amount of mail you receive and to help reduce Fund expenses, the Trust generally sends a single copy of any shareholder report and prospectus to each household unless instructed otherwise by a shareholder within the household. If you do not want the mailing of these documents to be combined with those for other members of your household, or if you wish to receive a single copy for your household, please call 1-800-742-7272 or submit your request in writing to the William Blair Funds at 150 North Riverside Plaza, Chicago, Illinois 60606.
15
A copy of the Trust’s most recent annual and semi-annual report is available without charge upon request by writing to the William Blair Funds, 150 North Riverside Plaza, Chicago, Illinois 60606 or by calling 1-800-742-7272. Reports are also available on the William Blair Funds website at www.williamblairfunds.com or at the website of the Securities and Exchange Commission at www.sec.gov.
8
Please complete, sign, date and return the enclosed proxy card(s) (or take advantage of available telephonic or Internet voting procedures; see the proxy card for instructions) promptly. No postage is required if mailed in the United States.
By order of the Board of Trustees | |
| | |
Andrew T. Pfau Secretary |
9
16
APPENDIXEXHIBIT A
WILLIAM BLAIR FUNDS
NOMINATING AND GOVERNANCE COMMITTEE CHARTER
The Nominating and Governance Committee is a committee of the Board of Trustees (the “Board”) of the William Blair Funds (the “Trust”) established to assist the Board in fulfilling certain of its responsibilities. The Nominating and Governance Committee’s primary functions are to select individuals who would qualify to serve as independent trustees, nominate trustees for membership, recommend committee chairs, review committee membership and oversee the administration of the William Blair Funds Board of Trustees Governance Guidelines and Procedures.
The Nominating and Governance Committee shall be comprised of three5% or more board members as appointed by the Board, each of whom shall be an independent trustee and free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Nominating and Governance Committee. For purposes of the Nominating and Governance Committee, a trustee is independent if he or she is not an “interested person” of the Trust as that term is defined in the Investment Company Act of 1940, as amended.
The members of the Nominating and Governance Committee shall be elected by the Board annually and serve until their successors shall have been duly elected and qualified or until their retirement, resignation, death or the date upon which they no longer qualify as an independent trustee. The Chair shall be elected by the members of the Nominating and Governance Committee by majority vote.
The Nominating and Governance Committee shall meet at least two times annually, and more frequently as circumstances dictate. Special meetings (including telephone meetings) may be called by the Chair or a majority of the members of the Nominating and Governance Committee upon reasonable notice to the other members of the Nominating and Governance Committee.
The Nominating and Governance Committee shall maintain minutes of committee meetings, report its significant activities to the Board, and make such recommendations to the Board as the Nominating and Governance Committee may deem necessary or appropriate.
To fulfill its responsibilities and duties the Nominating and Governance Committee shall:
A-1
A-2
APPENDIX B
FUND OWNERSHIP
The following table sets forth, for each current Independent Trustee and Interested Trustee Nominee, the dollar range of shares owned in each Fund as of December 31, 2017, as well as the aggregate dollar range of shares owned in the Trust as of the same date.
B-1
The following table sets forth for each Interested Trustee Nominee and current Independent Trustee, and the current Trustees(1) and officers as a group, the number of shares of each Fund and share class beneficially owned as of December 31, 2017.
Number of Fund Shares Beneficially Owned | |||||||||||||||||||||||||||||||||
Name of Fund and Share Class | Interested Trustee Nominees | Current Independent Trustees | |||||||||||||||||||||||||||||||
Stephanie G. Braming | Arthur J. Simon | Vann A. Avedisian | Kathleen T. Barr | Daniel N. Leib | Phillip O. Peterson | Donald J. Reaves | Donald L. Seeley | Thomas J. Skelly | Steven R. Zenz | Current Trustees’ and Officers Total Number of Shares | |||||||||||||||||||||||
Growth Fund: | |||||||||||||||||||||||||||||||||
Class I | — | — | — | — | — | — | — | — | — | — | 469,318 | ||||||||||||||||||||||
Class N | — | — | — | 1,063 | — | — | — | 2,657 | — | — | 3,721 | ||||||||||||||||||||||
Large Cap Growth Fund: | |||||||||||||||||||||||||||||||||
Class I | — | — | — | 821 | — | — | — | — | — | — | 308,211 | ||||||||||||||||||||||
Class N | — | — | — | 3,743 | — | — | — | — | — | — | 3,743 | ||||||||||||||||||||||
Mid Cap Growth Fund: | |||||||||||||||||||||||||||||||||
Class I | — | — | — | — | — | — | — | — | — | — | 262,319 | ||||||||||||||||||||||
Class N | — | — | — | 1,053 | — | — | — | — | — | — | 1,053 | ||||||||||||||||||||||
Small-Mid Cap Growth Fund: | |||||||||||||||||||||||||||||||||
Class I | 3,294 | 624 | — | 674 | — | 22,852 | — | — | — | — | 130,327 | ||||||||||||||||||||||
Class N | — | — | — | 784 | 1,499 | — | — | 1,487 | — | — | 3,770 | ||||||||||||||||||||||
Small-Mid Cap Value Fund: | |||||||||||||||||||||||||||||||||
Class I | — | — | — | 462 | — | — | — | — | — | — | 48,225 | ||||||||||||||||||||||
Class N | — | — | — | 2,057 | — | — | — | — | — | — | 2,057 | ||||||||||||||||||||||
Small Cap Growth Fund: | |||||||||||||||||||||||||||||||||
Class I | 699 | — | — | 411 | — | — | — | — | — | — | 234,136 | ||||||||||||||||||||||
Class N | — | 130 | — | 873 | — | — | — | 1,422 | — | — | 2,295 | ||||||||||||||||||||||
Small Cap Value Fund: | |||||||||||||||||||||||||||||||||
Class I | 1,974 | — | — | 504 | — | — | — | — | 10,081 | — | 165,710 | ||||||||||||||||||||||
Class N | — | — | — | — | — | — | — | 1,581 | 82 | — | 1,663 | ||||||||||||||||||||||
Global Leaders Fund: | |||||||||||||||||||||||||||||||||
Class I | 45,455 | 13,664 | 23,339 | — | — | — | — | — | — | — | 422,301 | ||||||||||||||||||||||
Class N | — | — | — | 2,165 | 2,435 | — | — | 22,765 | — | — | 27,364 | ||||||||||||||||||||||
Institutional Class | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||
International Leaders Fund: | |||||||||||||||||||||||||||||||||
Class I | 5,113 | 8,039 | — | — | — | — | — | — | — | — | 116,696 | ||||||||||||||||||||||
Class N | — | — | — | 1,035 | — | — | — | 893 | — | — | 1,928 | ||||||||||||||||||||||
Institutional Class | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||
International Developed Plus Fund: | |||||||||||||||||||||||||||||||||
Class I | — | — | — | 708 | — | — | — | — | — | — | 446,022 | ||||||||||||||||||||||
Class N | — | — | — | — | 1,940 | — | — | 1,343 | — | — | 3,283 | ||||||||||||||||||||||
Institutional International Developed Plus Fund: | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||
International Growth Fund: | |||||||||||||||||||||||||||||||||
Class I | 41,695 | — | 2,686 | — | — | 2,936 | — | — | 2,621 | — | 131,994 | ||||||||||||||||||||||
Class N | — | — | — | — | — | — | — | — | — | — | 3,778 | ||||||||||||||||||||||
Institutional International Growth Fund: | 9,281 | — | — | — | — | — | — | — | — | — | 61,915 | ||||||||||||||||||||||
International Small Cap Growth Fund: | |||||||||||||||||||||||||||||||||
Class I | 83,436 | 3,257 | — | — | — | — | — | — | — | — | 157,135 | ||||||||||||||||||||||
Class N | — | — | — | — | — | — | — | 2,233 | — | — | 2,233 | ||||||||||||||||||||||
Institutional Class | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||
Emerging Markets Leaders Fund: | |||||||||||||||||||||||||||||||||
Class I | 75 | — | — | 673 | — | — | — | 3,689 | 2,304 | — | 130,655 | ||||||||||||||||||||||
Class N | — | — | — | 1,166 | — | — | — | — | — | — | 1,166 | ||||||||||||||||||||||
Institutional Class | — | — | — | — | — | — | — | — | — | — | 58,069 | ||||||||||||||||||||||
B-2
Number of Fund Shares Beneficially Owned | |||||||||||||||||||||||||||||||||
Name of Fund and Share Class | Interested Trustee Nominees | Current Independent Trustees | |||||||||||||||||||||||||||||||
Stephanie G. Braming | Arthur J. Simon | Vann A. Avedisian | Kathleen T. Barr | Daniel N. Leib | Phillip O. Peterson | Donald J. Reaves | Donald L. Seeley | Thomas J. Skelly | Steven R. Zenz | Current Trustees’ and Officers Total Number of Shares | |||||||||||||||||||||||
Emerging Markets Growth Fund: | |||||||||||||||||||||||||||||||||
Class I | 23,283 | 1,836 | — | 2,415 | — | — | — | — | — | — | 96,290 | ||||||||||||||||||||||
Class N | — | — | — | — | — | — | — | 2,676 | — | — | 3,523 | ||||||||||||||||||||||
Institutional Class | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||
Emerging Markets Small Cap Growth Fund: | |||||||||||||||||||||||||||||||||
Class I | 7,722 | — | 9,881 | — | — | — | — | — | 4,407 | — | 111,855 | ||||||||||||||||||||||
Class N | — | — | — | — | — | — | — | 6,300 | — | — | 6,300 | ||||||||||||||||||||||
Institutional Class | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||
Bond Fund: | |||||||||||||||||||||||||||||||||
Class I | — | — | — | — | — | — | — | — | — | — | 52,367 | ||||||||||||||||||||||
Class N | — | — | — | — | — | — | 30,145 | — | — | — | 35,058 | ||||||||||||||||||||||
Institutional Class | 8,317 | — | — | — | — | — | — | — | — | — | 31,924 | ||||||||||||||||||||||
Income Fund: | |||||||||||||||||||||||||||||||||
Class I | — | — | — | 1,642 | — | — | — | — | — | — | 1,642 | ||||||||||||||||||||||
Class N | — | — | — | — | — | — | 16,878 | — | — | — | 22.733 | ||||||||||||||||||||||
Low Duration Fund: | |||||||||||||||||||||||||||||||||
Class I | — | — | — | 1,606 | — | — | — | — | — | — | 2,841 | ||||||||||||||||||||||
Class N | — | — | — | — | — | — | — | 2,208 | — | — | 7,925 | ||||||||||||||||||||||
Institutional Class | — | — | — | — | — | — | — | — | — | — | 12,772 | ||||||||||||||||||||||
Macro Allocation Fund: | |||||||||||||||||||||||||||||||||
Class I | — | 965 | — | — | — | — | — | — | 104,175 | — | 199,362 | ||||||||||||||||||||||
Class N | — | — | — | 1,816 | — | — | — | 8,780 | — | — | 11,663 | ||||||||||||||||||||||
Institutional Class | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||
As of December 31, 2017, no Interested Trustee Nominee or current Trustee beneficially owned more than 1% of the shares of any class of any Fund except as set forth in the table below:
B-3
As of December 31, 2017, the current Trustees and officers as a group did not beneficially own more than 1% of the shares of any class of any Fund except as set forth in the table below:
Trustees’ Holdings in Certain Affiliates of the Adviser
In addition to investing in the various Funds, Independent Trustees/Nominees may from time to time invest in limited partnerships that are managed by the Adviser or an affiliate of the Adviser. The Independent Trustees/Nominees may also from time to time, invest in third party investment ventures in which affiliates and employees of the Adviser also invest. In addition, Messrs. Avedisian and Skelly employ the Adviser to manage assets that they control.
5%Greater Owners
As of December 31, 2017,September 30, 2021, the persons listed in the table below are known to the Trust to be record and/or beneficial owners of 5% or more of a class of shares of athe Fund as indicated below. Shareholders who have the power to vote a large percentage of shares (at least 25%) of a Fund can control a Fund and could determine the outcome of a shareholders’ meeting with respect to that Fund.
Fund and Share Class Owned / Name and Address of Beneficial Owner | Number of Shares Owned | Percent of Class Owned | ||||
GROWTH FUND - CLASS I | ||||||
National Financial 200 Liberty Street One World Financial Center New York, NY 10281-1003 | 5,199,965.05 | 18.76 | % | |||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 5,338,137.72 | 19.26 | % | |||
CTC FBO Texas Tuition Promise Fund 17605 Wright St Omaha, NE 68130-2033 | 5,869,428.92 | 21.18 | % | |||
Share Class Owned / Name and Address of Record Owner* | Number of Shares Owned | Percent of Class Owned | ||||||
CLASS I | ||||||||
NFSC FEBO OUR CUSTOMERS 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FL JERSEY CITY NJ 07310-1995 | 2,222,006 | 59.57 | % | |||||
AMERICAN ENTERPRISE INVESTMENT SVC 707 2ND AVE S MINNEAPOLIS MN 55402-2405 | 452,843 | 12.14 | % | |||||
CHARLES SCHWAB & CO INC ATTN MUTUAL FUNDS DEPT 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 290,595 | 7.79 | % | |||||
CLASS N | ||||||||
CHARLES SCHWAB & CO INC ATTN MUTUAL FUNDS DEPT 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 894,303 | 47.64 | % | |||||
NFSC FEBO OUR CUSTOMERS 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FL JERSEY CITY NJ 07310-1995 | 522,623 | 27.84 | % | |||||
AMERICAN ENTERPRISE INVESTMENT SVC 707 2ND AVE S MINNEAPOLIS MN 55402-2405 | 137,556 | 7.33 | % | |||||
CLASS R6 | ||||||||
CHARLES SCHWAB & CO INC ATTN MUTUAL FUNDS DEPT 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 16,882 | 64.41 | % | |||||
WBC HOLDINGS LP 150 NORTH RIVERSIDE PLAZA CHICAGO IL 60606 | 6,309 | 24.07 | % | |||||
KATHLEEN T. BARR C/O WILLIAM BLAIR 150 NORTH RIVERSIDE PLAZA CHICAGO IL 60606 | 2,889 | 11.02 | % | |||||
B-4
* The entities set forth in this column are the shareholders of record and may be deemed to be the beneficial owners of certain of the shares listed for certain purposes under the securities laws. However, these entities generally do not have an economic interest in these shares and would ordinarily disclaim any beneficial ownership therein.
Fund and Share Class Owned / Name and Address of Beneficial Owner | Number of Shares Owned | Percent of Class Owned | ||||
GROWTH FUND - CLASS N | ||||||
Taynik and Co c/o Investors Bank and Trust Co 200 Clarendon St FPG90 Boston Ma 02116-5021 | 216,435.96 | 6.33 | % | |||
NFSC FBO Our Customers 200 Liberty Street 499 Washington Blvd Fl 5 Jersey City, NJ 07310-2010 | 528,154.73 | 15.44 | % | |||
Massachusetts Mutual Life Insurance Company Attn: RS Fund Operations 1295 State St # C105 Springfield MA 01111-0001 | 608,478.26 | 17.79 | % | |||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco CA 94105-1905 | 1,485,813.31 | 43.45 | % | |||
LARGE CAP GROWTH FUND - CLASS I | ||||||
NFS LLC FEBO State Street Bank Trust Co TTEE Various Retirement Plans 440 Mamaroneck Ave Harrison, NY 10528-2418 | 3,677,666.31 | 28.87 | % | |||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 5,009,809.09 | 39.33 | % | |||
LARGE CAP GROWTH FUND - CLASS N | ||||||
Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0001 | 202,681.16 | 10.58 | % | |||
NFSC FBO Our Customers 200 Liberty Street 499 Washington Blvd Fl 5 Jersey City, NJ 07310-2010 | 426,245.51 | 22.24 | % | |||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 1,254,715.40 | 65.48 | % | |||
MID CAP GROWTH FUND - CLASS I | ||||||
NFS LLC FEBO FIIOC as Agent for Qualified Employee Benefit Plans (401K) FINOPS-IC Funds 100 Magellan Way KW1C Covington, KY 41015-1987 | 424,941.53 | 6.88 | % | |||
As of September 30, 2021, no Trustee owned more than 1% of the shares of any class of the Fund except as set forth in the table below:
B-5
Fund and Share Class Owned / Name and Address of Beneficial Owner | Number of Shares Owned | Percent of Class Owned | ||||
Wells Fargo Bank NA TTEE FBO Milwaukee County Deferred Comp c/o Fascore LLC 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 | 1,046,374.97 | 16.95 | % | |||
UBATCO & Co FBO College Savings Group P.O. Box 82535 Lincoln, NE 68501-2535 | 1,392,297.14 | 22.55 | % | |||
ICMA Retirement Corporation 777 North Capitol Street, NE Washington, DC 20002-4240 | 1,544,041.65 | 25.01 | % | |||
MID CAP GROWTH FUND - CLASS N | ||||||
Wells Fargo Bank FBO Various Retirement Plans 1525 West Wt Harris Blvd Charlotte, NC 28288-1076 | 43,641.02 | 7.61 | % | |||
Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0001 | 70,187.18 | 12.25 | % | |||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 80,781.72 | 14.09 | % | |||
NFSC FBO Our Customers 2 Destiny Way Mailzone WF4C Westlake, TX 76262-8100 | 297,091.94 | 51.83 | % | |||
SMALL-MID CAP GROWTH FUND - CLASS I | ||||||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, Ca 94105-1905 | 7,201,117.22 | 10.91 | % | |||
NFSC FBO Our Customers 200 Liberty Street 499 Washington Blvd Fl 5 Jersey City, NJ 07310-2010 | 25,921,554.59 | 39.27 | % | |||
SMALL-MID CAP GROWTH FUND - CLASS N | ||||||
John Hancock Trust Company LLC 690 Canton St Suite 100 Westwood, MA 02090-2324 | 1,006,208.18 | 10.31 | % | |||
National Financial Svcs Corp For Exclusive Benefit of Our Customers Russ Lennon 200 Liberty Street New York, NY 10281-1003 | 3,022,536.47 | 30.96 | % | |||
Name and Share Class | Percentage of Shares | |
Kathleen Barr – Class R6 | 11.02% |
As of September 30, 2021, all management personnel (i.e., Trustees and Officers of the Trust) as a group owned beneficially more than 1% of the outstanding shares of Class R6 shares of the Fund, as disclosed below. As of the same date, all management personnel as a group did not own beneficially more than 1% of the outstanding shares of either Class N or Class I shares of the Fund.
B-6
Fund and Share Class Owned / Name and Address of Beneficial Owner | Number of Shares Owned | Percent of Class Owned | ||||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 3,782,863.47 | 38.75 | % | |||
SMALL-MID CAP VALUE FUND - CLASS I | ||||||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 24,485.37 | 10.38 | % | |||
NFSC FEBO Our Customers 499 Washington Blvd Attn: Mutual Funds Dept. 4th Fl Jersey City, NJ 07310-1995 | 205,176.83 | 87.01 | % | |||
SMALL-MID CAP VALUE FUND - CLASS N | ||||||
Kathleen T Barr & William P Scanlon Jt Ten c/o William Blair 150 North Riverside Plaza Chicago, IL 60606 | 2,057.10 | 10.35 | % | |||
TD Ameritrade Inc. for the Exclusive Benefit of Our Clients P.O. Box 2226 Omaha, NE 68103-2226 | 2,251.20 | 11.33 | % | |||
NFSC FBO Our Customers 200 Liberty Street 499 Washington Blvd Fl 5 Jersey City, NJ 07310-2010 | 3,709.87 | 18.67 | % | |||
Charles Schwab & Co Inc. Attn: Mutual Funds 211 Main St San Francisco, CA 94105-1905 | 11,857.73 | 59.66 | % | |||
SMALL CAP GROWTH FUND - CLASS I | ||||||
Iowa Judicial Retirement System State Capitol Building Room 114 Des Moines, IA 50319 | 603,817.26 | 5.21 | % | |||
Nationwide Trust Company FSB FBO Participating Retirement Plans (NTC-Plns) c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 | 864,202.04 | 7.46 | % | |||
Wells Fargo Clearing Services LLC Special Custody Acct For The Exclusive Benefit of Customers 2801 Market St Saint Louis, MO 63103-2523 | 1,589,775.17 | 13.72 | % | |||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 1,967,277.07 | 16.97 | % | |||
Class N | Class I | Class R6 | ||||||||
Number of Shares | Percent of Shares | Number of Shares | Percent of Shares | Number of Shares | Percent of Shares | |||||
| — | — | — | — | 15,927 | 60.77% | |||||
B-72
Fund and Share Class Owned / Name and Address of Beneficial Owner | Number of Shares Owned | Percent of Class Owned | ||||
NFSC FEBO Our Customers 499 Washington Blvd Attn: Mutual Funds Dept. 4th Fl Jersey City, NJ 07310-1995 | 3,779,461.58 | 32.61 | % | |||
SMALL CAP GROWTH FUND - CLASS N | ||||||
Reliance Trust Company FBO LPL Holdings NQ P.O. Box 48529 Atlanta, GA 30362-1529 | 272,339.01 | 5.00 | % | |||
TD Ameritrade Inc. for the Exclusive Benefit of Our Clients P.O. Box 2226 Omaha, NE 68103-2226 | 347,709.86 | 6.38 | % | |||
Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0001 | 510,611.90 | 9.37 | % | |||
NFSC FBO Our Customers 200 Liberty Street 499 Washington Blvd Fl 5 Jersey City, NJ 07310-2010 | 1,685,291.47 | 30.92 | % | |||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 1,838,636.42 | 33.73 | % | |||
SMALL CAP VALUE FUND - CLASS I | ||||||
NFSC FEBO Our Customers 499 Washington Blvd Attn: Mutual Funds Dept. 4th Fl Jersey City, NJ 07310-1995 | 24,956,288.38 | 78.11 | % | |||
SMALL CAP VALUE FUND - CLASS N | ||||||
Matrix Trust Co as TTEE FBO Meek Lumber Co Rp P.O. Box 52129 Phoenix, AZ 85072-2129 | 151,945.73 | 10.46 | % | |||
TIAA, FSB Cust/TTEE FBO Retirement Plans for Which TIAA Acts as Recordkeeper Attn: Trust Operations 211 N Broadway Ste 1000 Saint Louis Mo 63102-2748 | 214,364.07 | 14.76 | % | |||
NFSC FEBO Our Customers 200 Liberty Street 499 Washington Blvd Fl 5 Jersey City, NJ 07310-2010 | 393,000.40 | 27.07 | % | |||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 397,226.01 | 27.36 | % | |||
B-8Draft - Solicitation Script
Fund and Share Class Owned / Name and Address of Beneficial Owner | Number of Shares Owned | Percent of Class Owned | ||||
GLOBAL LEADERS FUND - CLASS I | ||||||
NFSC FEBO Our Customers 499 Washington Blvd Attn: Mutual Funds Dept. 4th Fl Jersey City, NJ 07310-1995 | 1,332,927.40 | 32.33 | % | |||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 2,420,390.42 | 58.70 | % | |||
GLOBAL LEADERS FUND - CLASS N | ||||||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 30,809.19 | 5.82 | % | |||
National Financial Svcs Corp For Exclusive Benefit of Our Customers Russ Lennon 499 Washington Blvd Jersey City, NJ 07310-1995 | 406,132.11 | 76.66 | % | |||
GLOBAL LEADERS FUND - INSTITUTIONAL CLASS | ||||||
Mac & Co A/C Attn: Mutual Fund Operations 500 Grant Street Room 151-1010 Pittsburgh, PA 15219-2502 | 656,377.63 | 6.66 | % | |||
Northern Trust Co Custodian FBO Modern Woodmen Retirement P.O. Box 92956 Chicago, IL 60675-2956 | 1,105,844.67 | 11.22 | % | |||
Mac & Co A/C Attn: Mutual Fund Operations 500 Grant Street Room 151-1010 Pittsburgh, PA 15219-2502 | 1,166,214.28 | 11.83 | % | |||
US Bank NA FBO Meriter Pen-Wm Blair Global Gr Mt P.O. Box 1787 Milwaukee, WI 53201-1787 | 1,472,418.62 | 14.94 | % | |||
IUOE Local 30 Pension Fund 1616 Whitestone Expy Whitestone, NY 11357-3055 | 1,645,672.74 | 16.70 | % | |||
Wells Fargo Bank NA FBO Citizens Energy Group Ret Plan P.O. Box 1533 Minneapolis, MN 55480-1533 | 1,748,887.14 | 17.75 | % | |||
Miami University Foundation 107 Roudebush Hall Oxford, OH 45056 | 1,897,865.29 | 19.26 | % | |||
William Blair Short Duration Bond Fund
B-9Meeting Date: January 27, 2022
Fund and Share Class Owned / Name and Address of Beneficial Owner | Number of Shares Owned | Percent of Class Owned | ||||
INTERNATIONAL LEADERS FUND - CLASS I | ||||||
Nobac & Co P.O. Box 16450 Duluth, MN 55816-0450 | 291,300.76 | 7.95 | % | |||
UBS Wm USA Omni Account M/F Spec Cdy A/C Eboc Ubsfsi 1000 Harbor Blvd Weehawken, NJ 07086-6761 | 462,984.24 | 12.63 | % | |||
NFSC FBO Our Customers 200 Liberty Street 499 Washington Blvd Fl 5 Jersey City, NJ 07310-2010 | 748,056.13 | 20.41 | % | |||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 1,858,510.98 | 50.70 | % | |||
INTERNATIONAL LEADERS FUND - CLASS N | ||||||
Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0001 | 69,889.50 | 11.87 | % | |||
NFSC FBO Our Customers 200 Liberty Street 499 Washington Blvd Fl 5 Jersey City, NJ 07310-2010 | 73,663.12 | 12.51 | % | |||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 400,104.91 | 67.96 | % | |||
INTERNATIONAL LEADERS FUND - INSTITUTIONAL CLASS | ||||||
SEI Private Trust Co. Attn: Mutual Funds Admin One Freedom Valley Drive Oaks, PA 19456-9989 | 1,091,789.16 | 5.81 | % | |||
Capinco C/O US Bank NA P.O. Box 1787 Milwaukee, WI 53201-1787 | 1,204,126.16 | 6.41 | % | |||
Northern Tr Co Cust FBO IUE P.O. Box 92956 Chicago, IL 60675-2956 | 1,389,258.55 | 7.39 | % | |||
National Automatic Sprinkler Industry Welfare Fund 8000 Corporate Dr Landover, MD 20785-2239 | 1,686,853.53 | 8.97 | % | |||
Toll Free Number: 833-934-2740
B-10Inbound Greeting:
Fund and Share Class Owned / Name and Address of Beneficial Owner | Number of Shares Owned | Percent of Class Owned | ||||
NFSC LLC FEBO Our Customers 499 Washington Blvd Attn: Mutual Funds Dept. 5th Fl Jersey City, NJ 07310-1995 | 1,736,288.54 | 9.24 | % | |||
Wells Fargo Bank NA FBO Roofers Pension Funds P.O. Box 1533 Minneapolis, MN 55480-1533 | 2,073,379.52 | 11.03 | % | |||
JPMorgan Chase Bank, N.A. as Custodian 4 Chase Metrotech Center, 6th Flr Brooklyn, NY 11245-0003 | 2,392,765.33 | 12.73 | % | |||
Bank of America FBO Cust Sealy & Smith FNP-WillBlair P.O. Box 843869 Dallas, TX 75284-3869 | 5,115,520.56 | 27.21 | % | |||
INTERNATIONAL DEVELOPED PLUS FUND - CLASS I | ||||||
Strafe & Co FBO Glamorgan Partners LP P.O. Box 6924 Newark, DE 19714-6924 | 562,532.32 | 8.02 | % | |||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 874,304.44 | 12.47 | % | |||
National Financial Svcs Corp For Exclusive Benefit Of Our Customers Russ Lennon 499 Washington Blvd Jersey City, NJ 07310-1995 | 1,055,624.55 | 15.06 | % | |||
Mac & Co Attn: Mutual Fund Ops 500 Grant Street Room 151-1010 Pittsburgh, PA 15219-2502 | 3,747,659.68 | 53.46 | % | |||
INTERNATIONAL DEVELOPED PLUS FUND - CLASS N | ||||||
Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0001 | 19,283.26 | 9.95 | % | |||
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients P.O. Box 2226 Omaha, NE 68103-2226 | 19,612.54 | 10.12 | % | |||
LPL Financial Omnibus Customer Account Attn: Mutual Fund Trading 4707 Executive Dr San Diego, CA 92121-3091 | 21,960.68 | 11.33 | % | |||
Thank you for calling the Broadridge Proxy Services Center for the William Blair Short Duration Bond Fund. My name is <Agent Name>. How may I assist you today?
B-11General Outbound Greeting:
Fund and Share Class Owned / Name and Address of Beneficial Owner | Number of Shares Owned | Percent of Class Owned | ||||
NFSC FEBO Our Customers 499 Washington Blvd Attn: Mutual Funds Dept. 4th Fl Jersey City, NJ 07310-1995 | 58,317.07 | 30.08 | % | |||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 61,977.03 | 31.97 | % | |||
INSTITUTIONAL INTERNATIONAL - DEVELOPED PLUS FUND | ||||||
Helen G Bonfils Foundation 1101 13th St Denver, CO 80204-5319 | 157,678.59 | 12.02 | % | |||
National Financial Services LLS 200 Liberty Street 1 World Fin Ctr Attn: Mutual Funds Dept 5th Fl New York, NY 10281-1003 | 218,340.85 | 16.64 | % | |||
Comerica Bank P.O. Box 75000 Mail Code 3446 Detroit, MI 48275-0001 | 935,642.45 | 71.73 | % | |||
INTERNATIONAL GROWTH FUND - CLASS I | ||||||
Wells Fargo Clearing Services LLC Special Custody Acct For the Exclusive Benefit of Customers 2801 Market St Saint Louis, MO 63103-2523 | 5,596,328.77 | 7.33 | % | |||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2, 3rd Floor Jersey City, NJ 07311 | 12,232,239.61 | 16.02 | % | |||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 19,064,972.74 | 24.97 | % | |||
NFSC FEBO Our Customers 499 Washington Blvd Attn: Mutual Funds Dept. 4th Fl Jersey City, NJ 07310-1995 | 20,536,043.45 | 26.90 | % | |||
INTERNATIONAL GROWTH FUND - CLASS N | ||||||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 7,975,683.85 | 31.68 | % | |||
NFSC FBO Our Customers 200 Liberty St One World Financial Center Attn: Mutual Funds Dept. 5th Fl New York, NY 10281-1003 | 14,324,307.42 | 56.89 | % | |||
Good day, may I please speak with Mr./Ms. <full name as it appears on registration>?
B-12Hello Mr./Ms. <Shareholder’s Last Name>. My name is <agent name> and I am a proxy voting specialist calling on behalf of William Blair Short Duration Bond Fund to confirm you have received the proxy materials for the Special Meeting of Shareholders scheduled for January 27, 2022. Have you received proxy materials?
Fund and Share Class Owned / Name and Address of Beneficial Owner | Number of Shares Owned | Percent of Class Owned | ||||
INSTITUTIONAL INTERNATIONAL - GROWTH FUND | ||||||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 7,488,311.43 | 5.78 | % | |||
JPMorgan Chase Bank, N. A. as Custodian 4 Chase Metrotech Center, 6th Flr Brooklyn, NY 11245-0003 | 15,501,081.95 | 11.96 | % | |||
Great-West Trust Company LLC Deseret Mutual Benefit 401K 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 | 17,179,326.83 | 13.25 | % | |||
NFSC FEBO Our Customers 200 Liberty Street One World Financial Center Attn: Mutual Funds Dept. 5th Fl New York, NY 10281-1003 | 19,933,480.63 | 15.37 | % | |||
INTERNATIONAL SMALL CAP GROWTH FUND - CLASS I | ||||||
Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0001 | 1,685,627.34 | 7.78 | % | |||
MLPF&S for the Sole Benefit of Its Customers Attn: Fund Administration 4800 Deer Lake Drive East 2nd Fl Jacksonville, FL 32246-6484 | 2,332,176.66 | 10.77 | % | |||
NFSC FEBO Our Customers 499 Washington Blvd Attn: Mutual Funds Dept. 4th Fl Jersey City, NJ 07310-1995 | 3,751,365.10 | 17.32 | % | |||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 8,764,687.62 | 40.47 | % | |||
INTERNATIONAL SMALL CAP GROWTH FUND - CLASS N | ||||||
NFSC FEBO Our Customers 499 Washington Blvd Attn: Mutual Funds Dept. 4th Fl Jersey City, NJ 07310-1995 | 66,821.26 | 16.35 | % | |||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 241,959.17 | 59.19 | % | |||
Near Meeting Date Outbound Greeting:
B-13Good day, may I please speak with Mr./Ms. <full name as it appears on registration>?
Fund and Share Class Owned / Name and Address of Beneficial Owner | Number of Shares Owned | Percent of Class Owned | ||||
INTERNATIONAL SMALL CAP GROWTH FUND - INSTITUTIONAL CLASS | ||||||
Wells Fargo Bank NA FBO Methodist Op-Cash & Passive Invest P.O. Box 1533 Minneapolis, MN 55480-1533 | 858,487.34 | 5.27 | % | |||
Wells Fargo Bank NA FBO Peacehealth L/T - Mutual Funds P.O. Box 1533 Minneapolis, MN 55480-1533 | 988,799.79 | 6.06 | % | |||
Wells Fargo Bank NA Methodist-Expense Account P.O. Box 1533 Minneapolis, MN 55480-1533 | 1,258,201.33 | 7.72 | % | |||
Capinco c/o US Bank NA P.O. Box 1787 Milwaukee, WI 53201-1787 | 1,270,392.04 | 7.79 | % | |||
St Louis County Missouri c/o Director Of Personnel 41 S Central Clayton, MO 63105-1719 | 1,809,675.18 | 11.10 | % | |||
Hancock Bank - 2285 Lakeshore Dr Bldg 4 New Orleans, LA 70122 | 2,113,131.98 | 12.96 | % | |||
NFSC FEBO Our Customers 200 Liberty Street One World Financial Center Attn: Mutual Funds Dept. 5th Fl New York, NY 10281-1003 | 4,230,764.49 | 25.95 | % | |||
EMERGING MARKETS LEADERS FUND - CLASS I | ||||||
Capinco c/o US Bank NA P.O. Box 1787 Milwaukee, WI 53201-1787 | 443,575.43 | 10.33 | % | |||
NFSC FEBO Our Customers 499 Washington Blvd Attn: Mutual Funds Dept. 4th Fl Jersey City, NJ 07310-1995 | 1,745,567.51 | 40.67 | % | |||
Charles Schwab & Co Inc. Attn: Mutual Funds 211 Main St San Francisco, CA 94105-1905 | 1,861,711.28 | 43.37 | % | |||
EMERGING MARKETS LEADERS FUND - CLASS N | ||||||
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients P.O. Box 2226 Omaha, NE 68103-2226 | 14,049.69 | 5.60 | % | |||
Hello Mr./Ms.<last name>. My name is <agent name> and I am a proxy voting specialist calling on behalf of William Blair Short Duration Bond Fund to confirm you have received the proxy materials for the Special Meeting of Shareholders scheduled in just a few days on January 27, 2022. Have you received proxy materials?
B-14Adjournment Outbound Greeting:
Fund and Share Class Owned / Name and Address of Beneficial Owner | Number of Shares Owned | Percent of Class Owned | ||||
Reliance Trust Company FBO Ifreedom Direct P.O. Box 48529 Atlanta, GA 30362-1529 | 14,473.19 | 5.76 | % | |||
NFSC FEBO Our Customers 499 Washington Blvd Attn: Mutual Funds Dept. 4th Fl Jersey City, NJ 07310-1995 | 42,842.48 | 17.06 | % | |||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 129,317.06 | 51.51 | % | |||
EMERGING MARKETS LEADERS FUND - INSTITUTIONAL CLASS | ||||||
University of Wyoming Foundation 222 S 22nd St Laramie, WY 82070-5204 | 2,262,503.60 | 5.87 | % | |||
Northern Tr Co Cust FBO CTA Retirement Health Care P.O. Box 92956 Chicago, IL 60675-2956 | 2,275,878.06 | 5.91 | % | |||
SEI Private Trust Company Attn: Mutual Fund Admin 1 Freedom Valley Drive Oaks, PA 19456-9989 | 2,504,727.36 | 6.50 | % | |||
The Texas A&M University System-Endowment Fund 301 Tarrow St Fl 5th College Station, TX 77840-7896 | 4,214,289.80 | 10.94 | % | |||
NFSC FEBO Our Customers 499 Washington Blvd Attn: Mutual Funds Dept. 4th Fl Jersey City, NJ 07310-1995 | 5,768,220.34 | 14.97 | % | |||
The Texas A&M University System-Cash Concentration Pool 301 Tarrow St Fl 5th College Station, TX 77840-7896 | 15,717,641.24 | 40.79 | % | |||
EMERGING MARKETS GROWTH FUND - CLASS I | ||||||
Capinco c/o US Bank NA P.O. Box 1787 Milwaukee, WI 53201-1787 | 449,353.55 | 5.68 | % | |||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 1,169,618.64 | 14.79 | % | |||
Mitra & Co c/o BMO Harris Bank NA Attn: MF 480 Pilgrim Way, Suite 1000 Green Bay, WI 54304-5280 | 1,490,553.19 | 18.84 | % | |||
Good day, may I please speak with Mr./Ms. <full name as it appears on registration>?
B-15Hi Mr. /Ms. , my name is <Agent Name> and I am a proxy voting specialist calling on behalf of your current investment with William Blair Short Duration Bond Fund. Due to the lack of shareholder participation, Special Meeting of Shareholders has been adjourned to <date/time>. Have you received proxy materials?
Fund and Share Class Owned / Name and Address of Beneficial Owner | Number of Shares Owned | Percent of Class Owned | ||||
NFSC FBO Our Customers 2 Destiny Way Mailzone WF4C Westlake, TX 76262-8100 | 2,411,977.81 | 30.49 | % | |||
EMERGING MARKETS GROWTH FUND - CLASS N | ||||||
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients P.O. Box 2226 Omaha, NE 68103-2226 | 38,009.50 | 5.85 | % | |||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 135,767.08 | 20.88 | % | |||
NFSC FBO Our Customers 2 Destiny Way Mailzone WF4C Westlake, TX 76262-8100 | 139,526.81 | 21.46 | % | |||
Capinco c/o US Bank NA P.O. Box 1787 Milwaukee, WI 53201-1787 | 169,200.15 | 26.02 | % | |||
EMERGING MARKETS GROWTH FUND - INSTITUTIONAL CLASS | ||||||
Keybank NA Char Int’L Equity Emer Mkt P.O. Box 94871 Cleveland, OH 44101-4871 | 4,315,650.07 | 6.04 | % | |||
The Northern Trust Company FBO Tnt Ldn City of Milwaukee Empl Ret Sys Milwaukee Blair P.O. Box 92994 Chicago, IL 60675-0001 | 4,527,528.10 | 6.33 | % | |||
Prudential Bank & Trust FSB TTEE New York Metro Transportation Authority 280 Trumbull St Hartford, CT 06103-3509 | 4,630,999.28 | 6.48 | % | |||
Comerica Bank FBO Mott Int Com P.O. Box 75000 Mail Code 3446 Detroit, MI 48275-0001 | 4,656,406.61 | 6.51 | % | |||
Mac & Co Attn: Mutual Fund Operations P.O. Box 3198 525 William Penn Place Pittsburgh, PA 15230-3198 | 7,178,257.83 | 10.04 | % | |||
EMERGING MARKETS SMALL CAP GROWTH FUND – CLASS I | ||||||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 1,553,081.81 | 10.31 | % | |||
Voting:
B-16Your board has recommended a vote IN FAVOR of the proposals. Would you like to vote along with the recommendations of the board for all of your accounts?
Fund and Share Class Owned / Name and Address of Beneficial Owner | Number of Shares Owned | Percent of Class Owned | ||||
UBS Wm USA Omni Account M/F 1000 Harbor Blvd Weehawken, NJ 07086-6761 | 4,312,747.17 | 28.64 | % | |||
NFSC FEBO Our Customers 499 Washington Blvd Attn: Mutual Funds Dept. 4th Fl Jersey City, NJ 07310-1995 | 6,489,165.84 | 43.09 | % | |||
EMERGING MARKETS SMALL CAP GROWTH FUND – CLASS N | ||||||
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients P.O. Box 2226 Omaha, NE 68103-2226 | 97,130.25 | 12.04 | % | |||
UBS Wm USA Omni Account M/F 1000 Harbor Blvd Weehawken, NJ 07086-6761 | 106,536.85 | 13.20 | % | |||
Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0001 | 139,616.65 | 17.30 | % | |||
NFSC FEBO Our Customers 499 Washington Blvd Attn: Mutual Funds Dept. 4th Fl Jersey City, NJ 07310-1995 | 165,925.40 | 20.56 | % | |||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 189,546.96 | 23.49 | % | |||
EMERGING MARKETS SMALL CAP GROWTH FUND - INSTITUTIONAL CLASS | ||||||
SEI Private Trust Company c/o State Street Bank Attn: Mutual Fund Admin 1 Freedom Valley Dr Oaks, PA 19456-9989 | 584,175.50 | 6.57 | % | |||
The Northern Trust Co Custodian FBO Fort Worth Employees Retirement P.O. Box 92956 Chicago, IL 60675-2956 | 762,994.21 | 8.58 | % | |||
Local 705 International Brotherhood of Teamsters Pension Fund 1645 W Jackson Blvd Ste 700 Chicago, IL 60612-3276 | 977,914.98 | 11.00 | % | |||
Laborers Pension Trust Fund Detroit and Vicinity 700 Tower Dr Ste 300 Troy, MI 48098-2835 | 1,194,355.46 | 13.44 | % | |||
Thank you, I am recording your <for, against, abstain> vote. For confirmation purposes, please state your full name.
B-17
Fund and Share Class Owned / Name and Address of Beneficial Owner | Number of Shares Owned | Percent of Class Owned | ||||
Northern Trust Company FBO Mercy Health Inc. P.O. Box 92956 Chicago, IL 60675-2956 | 1,478,700.22 | 16.63 | % | |||
NFSC FEBO Our Customers 499 Washington Blvd Attn: Mutual Funds Dept. 4th Fl Jersey City, NJ 07310-1995 | 2,562,410.89 | 28.82 | % | |||
BOND FUND - CLASS I | ||||||
Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0001 | 2,260,065.29 | 6.05 | % | |||
TD Ameritrade Inc. for the Exclusive Benefit of Our Clients P.O. Box 2226 Omaha, NE 68103-2226 | 4,644,545.16 | 12.43 | % | |||
NFSC FEBO Our Customers 499 Washington Blvd Attn: Mutual Funds Dept. 4th Fl Jersey City, NJ 07310-1995 | 10,686,781.22 | 28.59 | % | |||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 13,498,810.66 | 36.11 | % | |||
BOND FUND - CLASS N | ||||||
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients P.O. Box 2226 Omaha Ne 68103-2226 | 1,000,660.29 | 12.47 | % | |||
Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0001 | 1,571,681.04 | 19.59 | % | |||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 2,004,262.25 | 24.98 | % | |||
NFSC FEBO Our Customers 200 Liberty St One World Financial Center Attn: Mutual Funds Dept. 5th Fl New York, NY 10281-1003 | 3,318,904.10 | 41.36 | % | |||
BOND FUND INSTITUTIONAL - CLASS | ||||||
Keybank NA Riviera Bch Fire-William Blair P.O. Box 94871 Cleveland, OH 44101-4871 | 915,746.60 | 10.33 | % | |||
B-181 | P a g e
Fund and Share Class Owned / Name and Address of Beneficial Owner | Number of Shares Owned | Percent of Class Owned | ||||
Voya Institutional Trust Company 1 Orange Way Windsor, CT 06095-4773 | 1,212,620.83 | 13.68 | % | |||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 2,217,084.22 | 25.01 | % | |||
NFSC FEBO Our Customers 499 Washington Blvd Attn: Mutual Funds Dept. 4th Fl Jersey City, NJ 07310-1995 | 4,197,871.72 | 47.35 | % | |||
INCOME FUND - CLASS I | ||||||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 342,945.43 | 5.66 | % | |||
Wells Fargo Clearing Services LLC Special Custody Acct for the Exclusive Benefit of Customers 2801 Market St Saint Louis, MO 63103-2523 | 462,420.28 | 7.63 | % | |||
NFSC FEBO Our Customers 499 Washington Blvd Attn: Mutual Funds Dept. 4th Fl Jersey City, NJ 07310-1995 | 4,099,008.81 | 67.65 | % | |||
INCOME FUND - CLASS N | ||||||
NFSC FEBO Our Customers 200 Liberty St One World Financial Center Attn: Mutual Funds Dept. 5th Fl New York, NY 10281-1003 | 1,840,466.21 | 40.49 | % | |||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 2,111,074.40 | 46.45 | % | |||
LOW DURATION FUND - CLASS I | ||||||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 1,887,625.71 | 12.60 | % | |||
NFSC FEBO Our Customers 499 Washington Blvd Attn: Mutual Funds Dept. 4th Fl Jersey City, NJ 07310-1995 | 11,526,551.08 | 76.95 | % | |||
B-19
Fund and Share Class Owned / Name and Address of Beneficial Owner | Number of Shares Owned | Percent of Class Owned | ||||
LOW DURATION FUND - CLASS N | ||||||
Charles Schwab & Co Inc. Attn: Mutual Funds Dept. 211 Main St San Francisco, CA 94105-1905 | 91,973.89 | 41.47 | % | |||
NFSC FEBO Our Customers 499 Washington Blvd Attn: Mutual Funds Dept. 4th Fl Jersey City, NJ 07310-1995 | 101,952.57 | 45.97 | % | |||
LOW DURATION FUND - INSTITUTIONAL CLASS | ||||||
SEI Private Trust Company Attn: Mutual Fund Administrator 1 Freedom Valley Drive Oaks, PA 19456-9989 | 2,082,720.11 | 18.62 | % | |||
National Financial Services LLC For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept. 4th Fl 499 Washington Blvd Jersey City, NJ 07310-1995 | 4,241,371.58 | 37.92 | % | |||
Northern Trust Co Cust FBO Children Hospital Of Wisconsin P.O. Box 92956 Chicago, IL 60675-2956 | 4,849,290.64 | 43.35 | % | |||
MACRO ALLOCATION FUND - CLASS I | ||||||
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients P.O. Box 2226 Omaha, NE 68103-2226 | 3,723,721.79 | 5.67 | % | |||
Charles Schwab & Co Inc. Attn: Mutual Funds 211 Main St San Francisco, CA 94105-1905 | 16,035,981.11 | 24.41 | % | |||
NFSC FEBO Our Customers 499 Washington Blvd Attn: Mutual Funds Dept. 4th Fl Jersey City, NJ 07310-1995 | 24,041,339.74 | 36.59 | % | |||
MACRO ALLOCATION FUND - CLASS N | ||||||
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients P.O. Box 2226 Omaha, NE 68103-2226 | 300,148.55 | 8.54 | % | |||
NFSC FBO Our Customers 200 Liberty Street 499 Washington Blvd Fl 5 Jersey City, NJ 07310-2010 | 975,893.60 | 27.78 | % | |||
And according to our records, you currently reside in <read street address, city, and state > is that correct? For confirmation purposes, please state your zip code.
B-20Thank you. You will receive a confirmation of your voting instructions within 5 days. If you have any questions, please contact us at this toll-free number 833-934-2740.
Fund and Share Class Owned / Name and Address of Beneficial Owner | Number of Shares Owned | Percent of Class Owned | ||||
Charles Schwab & Co Inc. Attn: Mutual Funds 211 Main St San Francisco, CA 94105-1905 | 1,642,041.61 | 46.75 | % | |||
MACRO ALLOCATION FUND - INSTITUTIONAL CLASS | ||||||
Mitra & Co c/o BMO Harris Bank NA Attn: MF 480 Pilgrim Way Ste 1000 Green Bay, WI 54304-5280 | 2,212,947.03 | 5.40 | % | |||
Northern Tr Co Cust FBO Plumbers Pension Fund Local P.O. Box 92995 Chicago, IL 60675-2995 | 2,568,753.36 | 6.27 | % | |||
Northern Trust as Custodian FBO Bethesda Inc. P.O. Box 92956 Chicago, IL 60675-2994 | 2,910,109.04 | 7.11 | % | |||
Mac & Co Attn: Mutual Fund Ops 500 Grant Street Room 151-1010 Pittsburgh, PA 15219-2502 | 3,354,713.99 | 8.19 | % | |||
SEI Private Trust Company c/o Regions Bank One Freedom Valley Drive Oaks, PA 19456-9989 | 4,763,797.42 | 11.63 | % | |||
NFSC FEBO Our Customers 499 Washington Blvd Attn: Mutual Funds Dept. 4th Fl Jersey City, NJ 07310-1995 | 4,986,284.72 | 12.17 | % | |||
Mr./Ms. <Shareholder’s Last Name>, your vote is important, and your time is appreciated. Thank you and have a good <day, evening, night>.
If Unsure of voting or does not want to vote along with the recommendation of the Board:
B-21Would you like me to review the proposals with you? <After review, ask them if they would like to vote now over the phone>.
If not received/Requesting material to be re-mailed:
I can resend the proxy materials to you, or I can review the proposals with you and record your vote immediately by phone. <Pause for response>
After review, ask them if they would like to vote now over the phone:
Your Board recommends that you vote “FOR” the proposals. Would you like to vote along with the recommendations of the Board for all your accounts?
If they don’t want proposals reviewed:
Do you have an email address this can be sent to? <If yes, enter the email address in the notes and read it back phonetically to the shareholder.>
Thank you. You should receive the proxy materials shortly and the materials will inform you of the methods available to cast your vote, one of which is to call us back at 833-934-2740.
If Not Interested:
I am sorry for the inconvenience. Please be aware that as a shareholder, your vote is very important. Please fill out and return your proxy card at your earliest convenience. If you would rather not do that, you can always vote via the other methods outlined in the proxy materials. Thank you again for your time today and have a wonderful day/evening.
Registered holder wants a new proxy card/or their control number <send complete contact information name, address, control #, & shares to Broadridge>:
Your control number can be found on your proxy card. I can arrange to have a new proxy card sent to you. However, I can record your voting instructions right now so that it will be represented at the upcoming meeting. Your board is recommending you vote FOR the proposals.
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Beneficial holder wants a new VIF/or their control number:
Your control number can be found on your Vote Instruction Form. You can contact your broker/financial advisor and they can arrange to have a new voting instruction form sent to you. However, I can record your voting instructions right now so that it will be represented at the upcoming meeting. Your board is recommending you vote FOR the proposals.
ANSWERING MACHINE MESSAGE:
Hello, my name is <Agent Name> and I am a proxy voting specialist calling on behalf of William Blair Short Duration Bond Fund. You should have received proxy material electronically or in the mail concerning the Special Meeting of Shareholders to be held on January 27, 2022.
Your vote is very important. Please sign, date and promptly mail your proxy card in the postage-paid envelope provided. Internet and telephone voting are also available. To vote over the Internet please follow the instructions provided in the proxy materials. If you have any questions, would like to vote over the telephone or need new proxy materials, call toll-free at 833-934-2740 and a proxy voting specialist will assist you. Specialists are available Monday through Friday, 9AM to 10PM Eastern Time. Voting takes just a few moments and will benefit all shareholders. Thank you for your prompt attention to this matter.
AUTOMATED ANSWERING MACHINE MESSAGE:
Hello, this is the Broadridge Proxy Services Center calling with an important message on behalf of William Blair Short Duration Bond Fund. You should have received proxy material electronically or in the mail concerning the Special Meeting of Shareholders to be held on January 27, 2022.
Your vote is very important. Please sign, date and promptly mail your proxy card in the postage-paid envelope provided. Internet and telephone voting are also available. To vote over the Internet please follow the instructions provided in the proxy materials. If you have any questions, would like to vote over the telephone or need new proxy materials, call toll-free at 833-934-2740 and a proxy voting specialist will assist you. Specialists are available Monday through Friday, 9AM to 10PM Eastern Time. Voting takes just a few moments and will benefit all shareholders. Thank you for your prompt attention to this matter.
INBOUND - CLOSED RECORDING:
Thank you for calling the Broadridge Proxy Services Center. Our offices are now closed. Please call us back during our normal business hours which are, Monday through Friday, 9AM to 10PM Eastern Time. Thank you.
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INBOUND - CALL IN QUEUE MESSAGE:
Thank you for calling the Broadridge Proxy Services Center. Our proxy specialists are currently assisting other shareholders. Your call is important to us. Please continue to hold and your call will be answered in the order in which it was received.
END OF CAMPAIGN MESSAGE:
Thank you for calling the Broadridge Proxy Services Center. The Shareholder meeting has been held and as a result, this toll-free number is no longer in service for proxy related calls. If you have questions about your investment, please contact your Financial Advisor or the fund company directly. Thank you and have a nice day.
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SCAN TO VIEW MATERIALS & VOTE w WILLIAM BLAIR FUNDS 150 NORTH RIVERSIDE PLAZA, 48TH FLOOR To vote by Internet CHICAGO, ILLINOIS 60606 1) Read the Proxy Statement and have the proxy card below at hand. 2) Go to website www.proxyvote.com or scan the QR Barcode above 3) Follow the instructions provided on the website. To vote by Telephone 1) Read the Proxy Statement and have the proxy card below at hand. 2) Call 1-800-690-6903 3) Follow the instructions. To vote by Mail 1) Read the Proxy Statement. 2) Check the appropriate boxes on the proxy card below. 3) Sign and date the proxy card. 4) Return the proxy card in the envelope provided. To attend and vote at the virtual meeting, please register by going to Virtual Shareholder Meeting at https:// viewproxy.com/WilliamBlairFund/broadridgevsm/ TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D62492-S35253 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY The Board of Trustees recommends you vote FOR the following proposals: For Against Abstain 1. To approve a change in the Fund’s fundamental investment objective to indicate that the Fund seeks to generate current income, rather than a ! ! ! high level of current income. 2. To approve a change in fundamental investment policy for the Fund to remove, as a fundamental policy, the current restriction on investment in fixed ! ! ! income securities rated below a specified rating level by nationally recognized rating organizations. 3. To transact such other business as may properly come before the Meeting or any adjournment(s) or postponements(s) thereof. Please Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope. Note: Please be sure to sign and date this proxy. Please sign exactly as your name(s) appear(s) on the books of the Fund and date. Joint owners should sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. Signature [PLEASE SIGN WITHIN BOX] Date Signature [Joint Owners] Date
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting on January 27, 2022:The Proxy Statement is available at www.proxyvote.com. D62493-S35253 William Blair Short Duration Bond Fund PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES Revoking such prior appointments, the undersigned appoints John M. Raczek and Andrew T. Pfau (or, if only one shall act, then that one) as proxies, with the power of substitution in each of them, to vote all shares of William Blair Short Duration Bond Fund registered in the name of the undersigned at the 2022 Special Meeting of Shareholders to be held virtually on January 27, 2022 at 12:00 p.m., Central Time, and at any postponements or adjournments thereof, and to otherwise represent the undersigned at the meeting with all powers possessed by the undersigned if personally present at the meeting. If you would like to attend the virtual shareholder meeting please register on the Funds’ website at https://viewproxy.com/WilliamBlairFund/broadridgevsm/ If this proxy is properly executed and received by the Trust prior to the Meeting, the share of the Fund represented hereby will be voted in the manner directed on this proxy card. If no directions are given, this proxy will be voted “FOR” the matter set forth on this proxy card, and at the discretion of the Proxies on other matter(s) that may properly come before the Meeting. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. (Continued on the reverse)