William Blair Seeks Shareholder Nod to Boost Fund Concentration

TL;DR

**William Blair is asking to make their Global Leaders Fund riskier by concentrating investments, which could mean bigger wins or bigger losses – vote FOR if you trust their conviction, AGAINST if you prefer safety.**

AI Summary

William Blair Funds is seeking shareholder approval to reclassify its William Blair Global Leaders Fund from a 'diversified' to a 'non-diversified' fund under the Investment Company Act of 1940. This change, unanimously approved by the Board of Trustees on November 4, 2025, would grant William Blair Investment Management, LLC (WBIM) greater flexibility to invest larger proportions of the Fund's assets in fewer issuers, potentially exceeding the current 5% limit for 75% of total assets. While this could enhance performance by allowing higher conviction positions, it also increases risk and share price volatility due to greater susceptibility to negative events affecting those concentrated holdings. The proxy solicitation, managed by Broadridge Financial Solutions, Inc., is estimated to cost $15,000, ultimately borne by WBIM through expense limitation arrangements. Shareholders of record as of December 2, 2025, will vote virtually on January 27, 2026, with approval requiring a majority of outstanding voting securities.

Why It Matters

This reclassification could significantly alter the risk-reward profile for investors in the William Blair Global Leaders Fund, potentially leading to higher returns but also increased volatility. For William Blair Investment Management, LLC, it provides strategic flexibility to implement high-conviction investment ideas, aligning the fund's portfolio more closely with their investment philosophy. In a competitive market, this move could differentiate the fund by allowing more aggressive positioning, but it also places a greater burden on the adviser's stock-picking ability. Employees and customers of the fund will see a shift in investment strategy, impacting performance and potentially requiring new risk disclosures.

Risk Assessment

Risk Level: high — The change from 'diversified' to 'non-diversified' explicitly increases risk. The filing states, 'Generally, diversification reduces risk and non-diversification increases risk. You are being asked to change the Fund from diversified to non-diversified, or to make it potentially a riskier fund.' It further notes that investing a larger percentage of the Fund's assets in a single issuer 'could increase the Fund's risk of loss and its share price volatility.'

Analyst Insight

Investors should carefully evaluate their risk tolerance before voting. If you believe in William Blair Investment Management's ability to generate alpha through concentrated positions, vote FOR the proposal. If you prioritize diversification and lower volatility, vote AGAINST.

Financial Highlights

total Assets

Not Disclosed

total Debt

Not Disclosed

Key Numbers

• $15,000 — Estimated cost of proxy solicitation (Borne by WBIM through expense limitation arrangements)
• 2025-12-02 — Record Date (Date for determining shareholders entitled to vote)
• 2026-01-27 — Meeting Date (Date of the virtual special shareholder meeting)
• 10:00 a.m. Central Time — Meeting Time (Scheduled start time for the virtual meeting)
• 67% — Required vote for approval (if >50% outstanding shares present) (Threshold for 'majority of outstanding voting securities' under 1940 Act)
• 50% — Required vote for approval (of outstanding shares) (Alternative threshold for 'majority of outstanding voting securities' under 1940 Act)
• 2,051,903 — Total shares outstanding (As of the Record Date, across Class I, Class N, and R6 Class)
• 1,566,553 — Class I shares outstanding (As of the Record Date)
• 174,379 — Class N shares outstanding (As of the Record Date)
• 310,971 — R6 Class shares outstanding (As of the Record Date)

Key Players & Entities

• William Blair Funds (company) — Registrant and Trust
• William Blair Global Leaders Fund (company) — Fund undergoing reclassification
• William Blair Investment Management, LLC (company) — Fund's investment adviser (Adviser or WBIM)
• Lisa Rusch (person) — President of the William Blair Funds
• Broadridge Financial Solutions, Inc. (company) — Proxy solicitation assistant
• Andrew T. Pfau (person) — Secretary of the Board of Trustees
• SEC (regulator) — Securities and Exchange Commission
• Investment Company Act of 1940 (regulator) — Governing act for fund classification
• Board of Trustees (company) — Governing body of William Blair Funds
• MSCI All Country World Index (net) (company) — New benchmark for the Fund

FAQ

Risk Factors

• Change in Fund Classification [medium — regulatory]: The primary risk is the potential for increased share price volatility and susceptibility to negative events affecting concentrated holdings. As a non-diversified fund, the William Blair Global Leaders Fund can invest larger proportions of its assets in fewer issuers, exceeding the 5% limit for 75% of its assets. This concentration increases the risk of loss if those specific issuers experience adverse events.
• Increased Share Price Volatility [medium — market]: By allowing larger positions in fewer issuers, the fund's share price volatility is expected to increase. This is because the performance of the fund will be more closely tied to the performance of a smaller number of companies, making it more sensitive to market fluctuations affecting those specific companies.

Industry Context

The mutual fund industry is highly competitive, with asset managers constantly seeking strategies to enhance performance and attract assets. Regulatory classifications, such as diversified vs. non-diversified, play a crucial role in defining investment flexibility and risk profiles. Changes in classification often reflect evolving market conditions and a desire for greater investment discretion.

Regulatory Implications

The proposed change from a diversified to a non-diversified classification under the Investment Company Act of 1940 requires shareholder approval. This shift allows for greater investment concentration, which can lead to higher potential returns but also increased risk and volatility, necessitating careful consideration by investors.

What Investors Should Do

1. Review the proxy statement carefully to understand the implications of reclassifying the fund from diversified to non-diversified.
2. Vote FOR the proposal to reclassify the William Blair Global Leaders Fund as non-diversified.
3. Ensure your vote is cast by the meeting date (January 27, 2026) or by registering for the virtual meeting by January 23, 2026.

Key Dates

• 2025-11-04: Board of Trustees unanimously approved the change in fund classification. — Indicates the Board's support for the proposed change, recommending shareholders vote in favor.
• 2025-12-02: Record Date for determining shareholders entitled to vote. — Shareholders who owned shares as of this date are eligible to vote on the proposal.
• 2026-01-27: Special Shareholder Meeting to vote on the proposal. — The date on which shareholders will cast their votes to approve or deny the change in fund classification.
• 2026-01-23: Deadline for shareholders to register to participate in the virtual meeting. — Shareholders must register by this date to receive the necessary credentials to attend and vote at the virtual meeting.

Glossary

Diversified Fund

A mutual fund that, with respect to 75% of its total assets, limits its investment in the securities of any one issuer to no more than 5% of its total assets and no more than 10% of the outstanding voting securities of such issuer. (This is the current classification of the William Blair Global Leaders Fund, which imposes certain diversification requirements on its investments.)

Non-diversified Fund

A mutual fund that does not meet the definition of a diversified fund. It may invest in greater proportions in the securities of fewer issuers than a diversified fund. (This is the proposed new classification for the William Blair Global Leaders Fund, which would allow for greater investment concentration.)

Investment Company Act of 1940

A landmark U.S. federal law that regulates the organization and operation of mutual funds and other investment companies. (This Act governs the classification of funds as diversified or non-diversified, and requires shareholder approval for changes in classification.)

Proxy Statement

A document required by the SEC that must be provided to shareholders before a shareholder meeting, containing information about the matters to be voted on. (This document is the proxy statement for the special meeting, detailing the proposal to reclassify the fund and how shareholders can vote.)

Majority of the outstanding voting securities

Under the 1940 Act, this means the lesser of (a) 67% or more of the shares present or represented by proxy if holders of more than 50% of outstanding shares are present, or (b) more than 50% of the outstanding shares. (This defines the voting threshold required for shareholders to approve the change in the fund's classification.)

Year-Over-Year Comparison

This filing is a specific proxy statement for a shareholder vote on a proposed change in fund classification. It does not contain comparative financial data from a previous year's annual report or 10-K. The key information relates to the upcoming shareholder meeting, the proposal itself, and the voting requirements, rather than year-over-year financial performance trends.

Key Financial Figures

• $15,000 — s for the Trust at an estimated cost of $15,000, plus reimbursement for 4 reasonabl
• $67 billion — As of June 30, 2025, WBIM managed over $67 billion in equities, fixed income securities, d

Filing Documents

• d198892ddef14a.htm (DEF 14A) — 121KB
• g198892dsp4.jpg (GRAPHIC) — 1KB
• g198892dsp4a.jpg (GRAPHIC) — 2KB
• g198892dsp4b.jpg (GRAPHIC) — 1KB
• g198892dsp4c.jpg (GRAPHIC) — 1KB
• g198892dsp4d.jpg (GRAPHIC) — 1KB
• g198892dsp4e.jpg (GRAPHIC) — 1KB
• g198892dsp4f.jpg (GRAPHIC) — 1KB
• g198892dsp4g.jpg (GRAPHIC) — 5KB
• g198892dsp4h.jpg (GRAPHIC) — 4KB
• g198892g12v01.jpg (GRAPHIC) — 26KB
• g198892g12v02.jpg (GRAPHIC) — 26KB
• g198892g52a13.jpg (GRAPHIC) — 6KB
• 0001193125-25-316049.txt ( ) — 218KB
• S000019315
• C000053607 (WGGNX)
• C000053608 (WGFIX)
• C000053609 (BGGIX)

From the Filing

DEF 14A 1 d198892ddef14a.htm DEF 14A DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Under Rule 14a-12 William Blair Funds (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 WILLIAM BLAIR FUNDS WILLIAM BLAIR GLOBAL LEADERS FUND 150 NORTH RIVERSIDE PLAZA CHICAGO, ILLINOIS 60606 December 11, 2025 Dear Shareholder, You are invited to attend a special meeting of the shareholders of William Blair Global Leaders Fund (the "Fund"), a series of William Blair Funds (the "Trust"), to be held virtually on Tuesday, January 27, 2026 at 10:00 a.m. Central Time (the "Meeting"). The Meeting will be conducted as a virtual meeting hosted by means of a live webcast. 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: To approve a change in the Fund's classification under the Investment Company Act of 1940 from a "diversified" fund to a "non-diversified" fund (the "Proposal"); 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 Proposal. The Proposal is described in greater detail in the enclosed proxy statement. 1 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, Lisa Rusch President of the William Blair Funds 2 IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSAL 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 QUESTIONS AND ANSWERS Q. What proposal am I being asked to vote on? A. At a special meeting of shareholders (the "Meeting") of William Blair Global Leaders Fund (the "Fund"), you will be asked to vote on the following proposal 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 classification under the Investment Company Act of 1940 (the "1940 Act") from a "diversified" fund to a "non-diversified" fund (the "Proposal"). Q. What is happening? A. Section 5(b)(1) of the 1940 Act requires every mutual fund to elect to be classified as either a "diversified" fund or "non-diversified" fund within the meaning of the 1940 Act. A fund that elects to be a diversified fund under Section 5(b)(1) of the 1940 Act must, with respect to 75 percent of its total assets, limit its investment in the securities of any one issuer (with certain limited exceptions). By contrast, a non-diversified fund may invest in greater proportions in the securities of fewer issuers than a diversified fund. The 1940 Act also requires shareholders to approve a change in a fund's classification from a diversified fund to a non-diversified fund. William Blair Investment Management, LLC (the "Adviser" or "WBIM"), the Fund's investment adviser, believes that under current market conditions classification as a non-diversified fund would be beneficial in executing the Adviser's strategy for the Fund. Therefore, shareholders are being asked to approve a change in the Fund's classification from a diversified fund to a non-diversified fund, as defined under the 1940 Act. 3 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 this very important proposal concerning your investment. Q. What are the benefits and risks of the change of the Fund's classification from a "diversified" fund to a "non-diversified" fund? A. The Adviser believes that changing the Fund's classification to non-diversified will benefit the Fund by providin

View Full Filing

View this DEF 14A filing on SEC EDGAR