WILLIAM BLAIR FUNDS
SUPPLEMENT TO THE READY RESERVES FUND PROSPECTUSES DATED MAY 1, 2000
The Board of Trustees approved a restructuring of the Class N shares of the
Ready Reserves Fund on October 24, 2000 to terminate the Rule 12b-1 Plan for the
Fund's Class N shares and to pay the Adviser for shareholder services and sweep
services pursuant to a service agreement between the Trust and the Adviser. The
expenses you pay as a Ready Reserves Fund shareholder will not change as a
result of this restructuring. Rather, the Ready Reserves Fund will pay the
Adviser a monthly service fee of 0.35% of the Fund's average net assets instead
of a monthly Rule 12b-1 fee of 0.35% of the Fund's average net assets. To
reflect this change, the "Annual Fund Operating Expenses" table on page 18 of
the Class N Shares Prospectus and page 24 of the Class A, B, C and I Shares
Prospectus is hereby amended to read as follows:
"ANNUAL FUND OPERATING EXPENSES are deducted from the Fund's assets:
Management Fee............................ .24%
Service Fee............................... .35%
Other Expenses............................ .13%
----
Total Annual Fund Operating Expenses..... .72%"
====
In addition, the following information replaces the second paragraph under
the caption "Class N Shares" on page 44 of the Class N Shares Prospectus:
"William Blair Funds has adopted a plan under Rule 12b-1 of the
Investment Company Act that provides for fees payable to compensate
the Distributor for distribution and other services provided to
shareholders of Class N, with the exception of the Ready Reserves
Fund. Because 12b-1 fees are paid out of Fund assets on an ongoing
basis, they will, over time, increase the cost of investment and may
cost more than other types of sales charges. Long-term shareholders
may pay more than the economic equivalent of the maximum initial sales
charge permitted by the National Association of Securities Dealers.
The Ready Reserves Fund has entered into a Service Agreement with the
Adviser under which the Adviser agrees to provide certain support
services to Class N shareholders, including shareholder services and
automatic sweep services, for a fee of 0.35% of the Fund's average net
assets. The Board of Trustees has determined that the amount payable
for "service fees" (as defined by the National Association of
<PAGE>
Securities Dealers) does not exceed 0.25% of the average annual net
assets attributable to the Class N shares of the Ready Reserves Fund."
The following information replaces the paragraph under the caption "Rule
12b-1 Plan" on page 49 of the Class A, B, C and I Shares Prospectus:
"William Blair Funds has adopted plans under Rule 12b-1 of the
Investment Company Act of 1940 that provide for fees payable to
compensate the Distributor for distribution and other services
provided to shareholders of Class B, Class C and Class N (with the
exception of the Ready Reserves Fund) shares. Because Rule 12b-1 fees
are paid out of Fund assets on an ongoing basis, they will, over time,
increase the cost of investment and may cost more than other types of
sales charges. Long-term shareholders of Class B and Class C shares
may pay more than the economic equivalent of the maximum initial sales
charges permitted by the National Association of Securities Dealers,
although the Distributor believes that it is unlikely, in the case of
Class B shares, because of the automatic feature of those shares."
The following information is added after the above paragraph on page 49
of the Class A, B, C and I Shares Prospectus:
"SERVICE AGREEMENT
The Ready Reserves Fund has entered into a Service Agreement with the
Adviser under which the Adviser agrees to provide certain support
services to Class N shareholders, including shareholder services and
automatic sweep services, for a fee of 0.35% of the Fund's average net
assets. The Board of Trustees has determined that the amount payable
for "service fees" (as defined by the National Association of
Securities Dealers) does not exceed 0.25% of the average annual net
assets attributable to the Class N shares of the Ready Reserves Fund."
November 13, 2000
WILLIAM BLAIR FUNDS
222 West Adams Street
Chicago, Illinois 60606
<PAGE>
WILLIAM BLAIR FUNDS
SUPPLEMENT TO STATEMENT ADDITIONAL INFORMATION DATED JUNE 15, 2000
ADDITIONAL INFORMATION ABOUT SHARE CLASSES
------------------------------------------
The Board of Trustees approved a restructuring of the Class N shares of the
Ready Reserves Fund on October 24, 2000 to terminate the Rule 12b-1 Plan for the
Fund's Class N shares and to pay the Adviser for shareholder services and sweep
services pursuant to a service agreement between the Trust and the Adviser.
Services provided by the Adviser under the service agreement may include: (i)
personal services to Class N shareholders of the Ready Reserves Fund and/or
maintenance of accounts of shareholders of the Fund, such as establishing and
maintaining accounts and records, processing purchase and redemption
transactions, answering routine inquiries regarding the Trust and the Fund and
special features available to shareholders and providing assistance to
shareholders in changing dividend options, account designations and addresses;
(ii) sweep services to shareholders, such as operating a sweep arrangement
whereby assets automatically sweep into and out of the Fund based on certain
standards established by the Adviser for the shareholders; and (iii) such other
services as the Trust or the Adviser may reasonably request.
The expenses paid by Class N shareholders of the Ready Reserves Fund will
not change as a result of this restructuring. Rather, the Fund will pay the
Adviser a monthly service fee of 0.35% of the Fund's average net assets instead
of a monthly Rule 12b-1 fee of 0.35% of the Fund's average net assets. In
approving this restructuring, the Board of Trustees has determined that the
amount payable for "service fees" (as defined by the National Association of
Securities Dealers) does not exceed 0.25% of the average annual net assets
attributable to the Class N shares of the Ready Reserves Fund.
This information supplements and, to the extent inconsistent, supersedes
the disclosure on pages B-46, B-47 and B-50 of the Statement of Additional
Information.
November 13, 2000
WILLIAM BLAIR FUNDS
222 West Adams Street
Chicago, Illinois 60606
