BAILLIE GIFFORD FUNDS Amendment No. 14 to the Second Amended and Restated Agreement and Declaration of Trust of Baillie Gifford Funds
Exhibit 99.(a)(15)
XXXXXXX XXXXXXX FUNDS
Amendment No. 14
to the Second Amended and Restated Agreement and Declaration of Trust of Xxxxxxx Xxxxxxx Funds
The undersigned, being at least a majority of the trustees of Xxxxxxx Xxxxxxx Funds, a Massachusetts business trust (the “Trust”), effective as of March 16, 2023, hereby consent to and adopt this Amendment No. 14 (this “Amendment”) to the Trust’s Second Amended and Restated Agreement and Declaration of Trust dated February 27, 2017, as amended (the “Declaration of Trust”), a copy of which is on file in the office of the Secretary of The Commonwealth of Massachusetts, having determined this Amendment to be consistent with the fair and equitable treatment of all shareholders of the Trust, and hereby direct that this Amendment be filed with the Secretary of The Commonwealth of Massachusetts.
Section 6 of Article III of the Declaration of Trust is hereby amended by replacing the first paragraph of the Section with the following paragraph:
Without limiting the authority of the Trustees set forth in Section 5, inter alia, to establish and designate any further Series or classes or to modify the rights and preferences of any Series or class, each of the Series and classes set forth in the table below shall be, and are hereby, established and designated, which classes each such Series may issue from time to time and which shall have the respective rights and preferences as may be determined from time to time by the Trustees:
| Series | Classes |
| Xxxxxxx Xxxxxxx International All Cap Fund | Class 2, Class 3, Class 4 and Class 5 |
| Xxxxxxx Xxxxxxx International Alpha Fund | Class 2, Class 3, Class 4, Class 5, Class K and Institutional Class |
| Xxxxxxx Xxxxxxx International Growth Fund | Class 2, Class 3, Class 4, Class 5, Class K and Institutional Class |
| Xxxxxxx Xxxxxxx EAFE Plus All Cap Fund | Class 2, Class 3, Class 4, Class 5, Class K and Institutional Class |
| Xxxxxxx Xxxxxxx Developed EAFE All Cap Fund | Class 2, Class 3, Class 4, Class 5, Class K and Institutional Class |
| Xxxxxxx Xxxxxxx Emerging Markets Equities Fund | Class 2, Class 3, Class 4, Class 5, Class K and Institutional Class |
| Xxxxxxx Xxxxxxx Global Alpha Equities Fund | Class 2, Class 3, Class 4, Class 5, Class K and Institutional Class |
| Xxxxxxx Xxxxxxx Long Term Global Growth Fund | Class 2, Class 3, Class 4, Class 5, Class K and Institutional Class |
| Xxxxxxx Xxxxxxx U.S. Equity Growth Fund | Class K and Institutional Class |
| Xxxxxxx Xxxxxxx International Concentrated Growth Equities Fund | Class K and Institutional Class |
| Xxxxxxx Xxxxxxx International Smaller Companies Fund | Class K and Institutional Class |
| Xxxxxxx Xxxxxxx China A Shares Growth Fund | Class K and Institutional Class |
| Xxxxxxx Xxxxxxx U.S. Discovery Fund | Class K and Institutional Class |
| Xxxxxxx Xxxxxxx China Equities Fund | Class K and Institutional Class |
| Xxxxxxx Xxxxxxx Emerging Markets ex China Fund | Class K and Institutional Class |
| Xxxxxxx Xxxxxxx Health Innovation Equities Fund | Class K and Institutional Class |
This Amendment may be executed in any number of counterparts each of which shall be deemed an original.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her hand as of the day and year first above written.
| /s/ Xxxxx X. Xxxxxx | /s/ Xxxxxx X. Xxxx | |
| Xxxxx X. Xxxxxx, Trustee | Xxxxxx X. Xxxx, Trustee | |
| /s/ Xxxxxx X. X. Xxx | /s/ Xxxxxx X. Xxxxxx | |
| Xxxxxx X. X. Xxx, Trustee | Xxxxxx X. Xxxxxx, Trustee | |
| /s/ Xxxxxx X. Xxxxxxxx Xx. | ||
| Xxxxxx X. Xxxxxxxx Xx., Trustee |
Execution page for Amendment No. 14 to the Second Amended and Restated Agreement and Declaration of Trust of Xxxxxxx Xxxxxxx Funds
