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  • msf September 9
  • Sven September 11
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Baird Small/Mid Cap Value Fund to be reorganized

497 1 bairdsmidcapvaluesupplemen.htm BAIRD SMIDCAP VALUE 497E
Registration No. 333-40128
1940 Act File No. 811-09997
Filed Pursuant to Rule 497(e)

Baird Small/Mid Cap Value Fund
Investor Class (BMVSX)
Institutional Class (BMVIX)

Supplement Dated September 9, 2021 to the Summary Prospectus and Prospectus
dated May 1, 2021, each as supplemented,
and Statement of Additional Information (“SAI”) dated May 1, 2021

On September 7, 2021, the Board of Directors (the “Board”) of Baird Funds, Inc. (the “Company”) approved the reorganization of the Baird Small/Mid Cap Value Fund (the “SMID Fund”) with and into the Baird SmallCap Value Fund, each a series of the Company, subject to approval by shareholders of the SMID Fund at a special meeting to be held in the fourth quarter of 2021. The Baird SmallCap Value Fund (the “Acquiring Fund”) is to be renamed the Baird Equity Opportunity Fund as further discussed below. Robert W. Baird & Co. Incorporated (the “Advisor”) serves as the investment advisor to both Funds and is proposed to continue to serve as investment advisor to the Acquiring Fund.

The Board approved an Agreement and Plan of Reorganization (the “Plan”) that provides for the acquisition of the assets and liabilities of the SMID Fund by the Acquiring Fund in exchange for shares of the Acquiring Fund. Shareholders of the SMID Fund would become shareholders of the Acquiring Fund, receiving shares of the Institutional Class of the Acquiring Fund equal in value to their shares of the Investor Class or Institutional Class of the SMID Fund held immediately prior to the reorganization. The reorganization is intended to qualify as a tax-free transaction for federal income tax purposes. The Advisor recommended the reorganization in connection with the proposed retention of a new subadvisor for the combined Fund, as discussed below.

Shareholders of record of the SMID Fund will receive a combined proxy statement/prospectus in the coming weeks, which describes and seeks approval of the proposed reorganization. Assuming shareholders of the SMID Fund approve the Plan, the reorganization is expected to close in December of 2021.

The Board also approved the retention of Greenhouse Funds LLLP (“Greenhouse”) as subadvisor to the Acquiring Fund and a related subadvisory agreement, subject to approval by the shareholders of the Acquiring Fund at a special meeting to be held in the fourth quarter of 2021. Greenhouse is a registered investment advisory firm based in Baltimore, Maryland and an affiliate of the Advisor. The Advisor recommended the retention of Greenhouse because it believes Greenhouse’s management will allow the combined Fund to pursue an investment strategy that could result in enhanced net of fees returns to shareholders while continuing to invest generally in smaller companies.

In connection with the proposed retention of Greenhouse, the Board also approved (1) a new investment advisory agreement authorizing the Advisor to delegate the day-to-day portfolio management to one or more subadvisors such as Greenhouse and (2) the reclassification of the Acquiring Fund from a “diversified” to a “non-diversified” fund within the meaning of the Investment Company Act of 1940, subject to approval of the shareholders of the Acquiring Fund. Subject to shareholder approval of the new advisory and subadvisory agreements, Greenhouse will assume day-to-day management responsibilities of the Acquiring Fund and the Acquiring Fund will be renamed the Baird Equity Opportunity Fund.

Assuming shareholders of the Acquiring Fund approve the appointment of Greenhouse as subadvisor to the Acquiring Fund, the principal strategies of the Acquiring Fund will change to reflect Greenhouse’s investment philosophy and the new name of the Fund, including the following changes:

•The Acquiring Fund will normally invest at least 80% of its net assets in equity securities, including common stocks, ordinary shares, ADRs, ETFs, preferred stocks and options whose reference assets are equity securities and equity indices;
•The Acquiring Fund will invest in companies with small to medium market capitalizations, defined as companies of market capitalizations of less than $20 billion;
•The Acquiring Fund is expected to hold a more limited number of investments, typically 25-50 holdings;
•The Acquiring Fund would be permitted to purchase and sell options for hedging purposes and to enhance returns; and


  • Baird is not a fund company that comes to mind when looking for equity funds. It is replacing the manager for these two funds with (as noted above) an affiliate of Baird (which owns 75%-100%).

    Here's what little I can find on Greenhouse - it's indirectly owned by Baird (via ownership by Joseph M and Kirsten T Milano). It does not manage any OEFs, but manages $628M for eight clients including three hedge funds.

    About seven years ago, Baird floated the idea of a microcap fund managed by Greenhouse. It would own 50-100 companies, compared with 25-50 here.

    What caught my eye in that prospectus is that Joseph Milano had been manager of T. Rowe Price New America Growth Fund (now All Cap Opportunities Fund) PRWAX for a decade.
  • Thank you for digging into the details. It would be interesting to see how a growth-oriented manager runs a small/mid cap value fund.
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