One International Place, 40th Floor 100 Oliver Street Boston, MA 02110-2605 +1 617 728 7100 Main +1 617 426 6567 Fax www.dechert.com
NICHOLAS DI LORENZO
nicholas.dilorenzo@dechert.com +1 617 728 7171 Direct +1 617 275 8370 Fax |
September 30, 2020
VIA EDGAR CORRESPONDENCE
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
Attn: Ms. Deborah O’Neal
Re: | William Blair Funds (the “Registrant”) |
(File No. 811-05344)
Dear Ms. O’Neal:
This letter responds to the comments you provided to me and Christopher Dotson of Dechert LLP in a telephonic discussion on September 28, 2020, with respect to your review of the Registrant’s preliminary proxy materials filed with the U.S. Securities and Exchange Commission (“SEC”) on September 16, 2020 (“Preliminary Proxy Statement”). We have reproduced your comments below, followed by the Registrant’s responses. Capitalized terms have the meanings attributed to such terms in the Preliminary Proxy Statement.
Comment 1. Please provide supplementally a form of proxy card prior to filing the definitive proxy materials (the “Definitive Proxy Statement”).
Response 1. The Registrant has attached the form of proxy card as Exhibit A.
Comment 2. In the Questions & Answers section under “What are the benefits and risks of the change of the Fund’s classification from a ‘diversified’ fund to a ‘non-diversified’ fund?”, please bold the following sentence for emphasis: “It is important to note that, to the extent the Fund invests its assets in a smaller number of issuers, the Fund will be more susceptible to negative events affecting those issuers than a diversified fund.”
Response 2. In response to this comment, the Registrant has bolded the applicable sentence.
September 30, 2020 Page 2 |
Comment 3. In the Questions & Answers section under “Who will bear the costs related to this proxy solicitation?”, please provide the dollar figure for the costs expected to be incurred.
Response 3. In response to this comment, the Registrant has included the dollar figure for the costs to be incurred.
Comment 4. In the Questions & Answers section under “Who will bear the costs related to this proxy solicitation?”, the Preliminary Proxy Statement states that “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.” (emphasis added). Please supplementally confirm or clarify whether William Blair Investment Management, LLC (“WBIM”) is entitled to recoupment for these expenses under the Expense Limitation Agreement applicable to the William Blair Large Cap Growth Fund (the “Fund”).
Response 4. Pursuant to the Expense Limitation Agreement applicable to the Fund, WBIM is entitled to recoup previously waived fees and reimbursed expenses for three years from the commencement of operations for the Fund. Accordingly, because the Fund has been in operation for more than three years, WBIM is not entitled to recoupment for the costs of the proxy solicitation.
Comment 5. The “Background and Description of the Proposal” sub-section of the “PROPOSAL” section of the Preliminary Proxy Statement states that “The Fund’s current classification as a ‘diversified’ fund under the 1940 Act is a fundamental policy of the Fund, which means that it cannot be changed without shareholder approval.” Consider including a comparative chart in the Definitive Proxy Statement identifying the anticipated change(s) to the Fund’s fundamental policy on diversification if the proposal is adopted by Fund shareholders.
Response 5. The preamble to the “INVESTMENT POLICIES AND RESTRICTIONS” section of the Fund’s Statement of Additional Information (“SAI”) currently sets forth the fundamental policy with respect to diversification for each series of the Registrant, including the Fund. If the proposal is approved by Fund shareholders, the Registrant will update this SAI disclosure to reflect the Fund’s non-diversified classification. However, because any such change would modify the existing disclosure only to provide a proviso that the Fund – but not the other series of the Registrant – is a “non-diversified” fund, the Registrant respectfully declines to incorporate this comment in the Definitive Proxy Statement.
September 30, 2020 Page 3 |
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We believe that the foregoing has been responsive to the Staff’s comments. Please call the undersigned at (617) 728-7171 if you wish to discuss this correspondence further.
Sincerely,
/s/ Nicholas Di Lorenzo
Nicholas Di Lorenzo
cc: | Robert Toner, William Blair Funds |
Andrew Pfau, William Blair Funds |
Stephanie Capistron, Dechert LLP |
September 30, 2020 Page 4 |
Exhibit A – Form of Proxy Card