Investment Counselors of Maryland Merges with William Blair Investment Management
Investment Counselors of Maryland, LLC (ICM) is now part of William Blair Investment Management. As part of the merger, the ICM Small Company Portfolio (the “Target Fund”) has been reorganized into the William Blair Small Cap Value Fund (the “Acquiring Fund”). Please see below for more information.
When did the merger take place?
The merger took place on Saturday, July 17th. The ICM Small Company Portfolio (“Target Fund”) and the William Blair Small Cap Value Fund (“Acquiring Fund”) each calculated a NAV on Friday, July 16th. The funds merged over the weekend and the Acquiring Fund will calculate a NAV on Monday, July 19th while the Target Fund will cease to exist.
What will be the surviving fund name and share classes?
The William Blair Small Cap Value Fund will be the surviving legal entity. The William Blair Small Cap Value Fund will continue to offer Class I, Class N and Class R6 shares. The Target Fund will receive Class I shares of the Acquiring Fund as described below.
How will this impact my investment in the funds?
William Blair Small Cap Value Fund – Class I (BVDIX) Shareholders:
If you are a shareholder of the William Blair Small Cap Value Fund – Class I, on the date of the merger, the NAV will convert to the NAV of the ICM Small Company Portfolio. The new share balance will be determined by dividing the net assets of the William Blair Small Cap Value Fund – Class I shares by the July 16th NAV of the ICM Small Company Portfolio.
ICM Small Company Portfolio – Institutional (ICSCX) Shareholders:
If you are a shareholder of the ICM Small Company Portfolio, on the date of the merger, your investment and share balance will transfer over to the William Blair Small Cap Value Fund – Class I which will assume the ICSCX ticker. The William Blair Small Cap Value Fund – Class I NAV will match the July 16th NAV of the ICM Small Company Portfolio and shares will transfer over on a 1 for 1 basis.
William Blair Small Cap Value Fund – Class N (WBVDX) and Class R6 (BVDRX) Shareholders:
If you are a shareholder of William Blair Small Cap Value Fund – Class N or Class R6, on the date of the merger, these classes will be reestablished as new share classes of the Acquiring Fund. The new share balance will be determined by dividing the net assets of the William Blair Small Cap Value Fund – Class N and Class R6 shares by the July 16th NAV of the ICM Small Company Portfolio.
What will the performance and NAV history be going forward?
While the William Blair Small Cap Value Fund will be the legal survivor, the ICM Small Company Portfolio will be the accounting survivor. As such, the William Blair Small Cap Value Fund – Class I shareholders will assume the NAV and performance history of the ICM Small Company Portfolio. The William Blair Small Cap Value Fund – Class N and Class R6 shares will effectively restart on July 19th with no NAV or performance history.
What will be the surviving fund's share class identifiers?
Below are the class identifiers pre-
and post-merger.
ICM Small Company Portfolio (Pre-merger) |
Institutional Shares |
00758M220 |
ICSCX |
1229 |
William Blair Small Cap Value Fund (Pre-merger) |
Class N |
093001600 |
WBVDX |
161 |
Class I |
093001824 |
BVDIX |
1732 |
Class R6 |
969251578 |
BVDRX |
8384 |
William Blair Small Cap Value Fund (Post-merger) |
Class N |
969251479 |
WBVNX |
2893 |
Class I |
969251487 |
ICSCX |
2894 |
Class R6 |
969251461 |
WBVRX |
2895 |
Who will be the transfer agent after the merger?
Currently, DST serves as the transfer agent for both the Target Fund and the Acquiring Fund and will continue to be the transfer agent for the Acquiring Fund after the merger. The toll-free Investor Services phone number for William Blair to be used by current ICM shareholders after July 16th is (800) 635-2886 and the mailing address is PO Box 219137, Kansas City MO 64121-9137. Intermediaries may continue to use the NSCC hotline at (877) 332-6207.
How will trade instructions change after the merger?
After July 16th, Target Fund intermediaries placing trades through the NSCC will need to reference the Post-Merger Transfer Agent ID (2894) as well as the William Blair participant number (5538). Acquiring Fund intermediaries will need to reference the Post-Merger Transfer Agent ID from above for the respective share class.
Will this be a tax-free transaction?
It is anticipated that the fund merger will qualify for federal income tax purposes as a tax-free reorganization under Section 368 of the Code. Accordingly, the Target Fund, the Acquiring Fund and their respective shareholders are not expected to recognize any gain or loss for federal income tax purposes as a result of the merger.
Intermediaries will receive a F55 notification through the NSCC and the transaction code used will be W0 (non- taxable merger).