As filed with the Securities and Exchange Commission on September 30, 2021
Securities Act File No. 333-255350
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 | ☐ | |
Pre-Effective Amendment No. | ☐ | |
Post-Effective Amendment No. 1 | ☒ |
WILLIAM BLAIR FUNDS
(Exact Name of Registrant as Specified in Charter)
150 North Riverside Plaza Chicago, Illinois 60606
(Address of Principal Executive Officers) (Zip Code)
(312) 364-8000
(Registrant’s Area Code and Telephone Number)
Stephanie G. Braming
William Blair Investment Management, LLC
150 North Riverside Plaza
Chicago, Illinois 60606
(Name and Address of Agent for Service)
With copies to:
Christopher P. Harvey, Esq.
Dechert LLP
One International Place, 40th Floor
100 Oliver Street
Boston, Massachusetts 02110
No filing fee is required because an indefinite number of common shares of beneficial interest of the William Blair Small Cap Value Fund have previously been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940.
Explanatory Note
The purpose of this Post-Effective Amendment filing is to file the final tax opinion of Dechert LLP, counsel for the Registrant, as Exhibit No. (12) to Item 16 of this Registration Statement on Form N-14.
The Registrant hereby incorporates herein by reference the Proxy Statement/Prospectus and Statement of Additional Information (File. No. 333-255350; Accession No. 0001193125-21-169393) to the Registration Statement filed on May 24, 2021, as updated pursuant to Rule 497 on May 27, 2021.
ITEM 15. Indemnification
Section 5.2 of Article V of the Registrant’s Declaration of Trust provides for indemnification of directors and officers under certain circumstances but does not allow such indemnification in cases of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office.
Each of the trustees who is not an “interested person” (as defined under the Investment Company Act of 1940) of Registrant (a “Non-interested Trustee”) has entered into an indemnification agreement with Registrant, which agreement provides that the Registrant shall indemnify the Non-interested Trustee against certain liabilities which such Trustee may incur while acting in the capacity as a trustee, officer or employee of the Registrant to the fullest extent permitted by law, now or in the future, and requires indemnification and advancement of expenses unless prohibited by law. The indemnification agreement cannot be altered without the consent of the Non-interested Trustee and is not affected by amendment of the Declaration of Trust. In addition, the indemnification agreement adopts certain presumptions and procedures which may make the process of indemnification and advancement of expenses more timely, efficient and certain. In accordance with Section 17(h) of the Investment Company Act of 1940, the indemnification agreement does not protect a Non-interested Trustee against any liability to the Registrant or its shareholders to which such Trustee would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.
The Registrant has purchased insurance policies insuring its officers and trustees against certain liabilities which such officers and trustees may incur while acting in such capacities and providing reimbursement to the Registrant for sums which it may be permitted or required to pay to its officers and trustees by way of indemnification against such liabilities, subject to certain deductibles.
The Management Agreement between the Registrant and William Blair Investment Management, LLC (the “Adviser”) provides that, in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties thereunder on the part of the Adviser, the Adviser shall not be liable for any error of judgment or mistake of law, or for any loss suffered by the Fund in connection with the matters to which such Agreement relates.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
ITEM 16. Exhibits
1. |
(ii) |
(iii) |
(iv) |
(v) |
(vi) |
(vii) |
2. |
3. | None. |
4. |
5. |
6. |
(ii) |
(iii) |
(iv) |
7. |
8. | None. |
9. |
(ii) |
(iii) |
(iv) |
(v) |
(vi) |
(vii) |
(viii) |
10. |
(ii) |
(iii) |
11. |
12. | Legal Opinion of Dechert LLP as to tax matters (Filed herewith). |
13. |
(ii) |
(iii) |
(iv) |
(v) |
(vi) |
(vii) |
(viii) |
(ix) |
(x) |
(xi) |
(xii) |
(xiii) |
14. |
(ii) |
(iii) |
(iv) |
15. | Not applicable. |
16. |
17. |
ITEM 17. Undertakings
The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
The undersigned Registrant agrees that every prospectus that is filed under the paragraph above will be filed as a part of any amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new Registration Statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
The undersigned Registrant agrees to file a final and executed copy of an opinion of Counsel supporting the tax consequences of the reorganization as an amendment to this Registration Statement within a reasonable time after receipt of such opinion.
SIGNATURES
As required by the Securities Act of 1933, this registration statement has been signed on behalf of the registrant, in the City of Chicago, and State of Illinois, on the 30th day of September, 2021.
WILLIAM BLAIR FUNDS | ||
By: | /s/ Stephanie G. Braming | |
Stephanie G. Braming, President |
As required by the Securities Act of 1933, this registration statement has been signed by the following persons in the capacity indicated on the 30th day of September, 2021.
Signature | Title | |||
/s/ Arthur J. Simon Arthur J. Simon | Trustee | |||
/s/ Vann A. Avedisian* Vann A. Avedisian | Trustee | |||
/s/ Kathleen T. Barr* Kathleen T. Barr | Trustee | |||
/s/ Daniel N. Leib* Daniel N. Leib | Trustee | |||
/s/ Dorri C. McWhorter* Dorri C. McWhorter | Trustee | |||
/s/ Thomas J. Skelly* Thomas J. Skelly | Trustee | |||
/s/ Steven R. Zenz* Steven R. Zenz | Trustee | |||
/s/ Stephanie G. Braming Stephanie G. Braming | Trustee (Chairman of the Board) and President (Principal Executive Officer) | |||
/s/ John M. Raczek John M. Raczek | Treasurer (Principal Financial Officer, Principal Accounting Officer) |
*By: | /s/ Stephanie G. Braming | |
Stephanie G. Braming, Attorney-in-Fact |
* |
EXHIBIT INDEX
(12) | Legal Opinion of Dechert LLP as to tax matters |