BAILLIE GIFFORD FUNDS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUSTAgreement and Declaration of Trust • April 2nd, 2015 • Baillie Gifford Funds • Massachusetts
THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made at Boston, Massachusetts this 31st day of December, 2014 by the Trustees hereunder and the holders of shares of beneficial interest issued hereunder and to be issued hereunder as hereinafter provided, amending and restating the Agreement and Declaration of Trust, originally dated August 17, 2001, as amended and restated from time to time (the “Original Declaration of Trust”):
DISTRIBUTION AGREEMENT between BAILLIE GIFFORD FUNDS and BAILLIE GIFFORD FUNDS SERVICES LLC February 27, 2015Distribution Agreement • April 2nd, 2015 • Baillie Gifford Funds • New York
Baillie Gifford Funds, a Massachusetts business trust (the “Trust”), is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and has registered shares of beneficial interest thereof listed on Appendix A (“Shares”), as it may be amended from time to time by agreement between Baillie Gifford Funds Services LLC (the “Distributor”) and the Trust (each such series thereof, as appropriate, a “Fund”) under the Securities Act of 1933, as amended (the “1933 Act”), to be offered for sale to the public in accordance with the terms and conditions set forth in the then-current prospectus of the Trust (the “Prospectus”) and in the then-current statement of additional information (the “SAI”) included in the Trust’s registration statement filed with the Securities and Exchange Commission on Form N-1A, as it may be amended from time to time (the “Registration Statement”).
TRANSFER AGENCY AGREEMENTTransfer Agency Agreement • April 2nd, 2015 • Baillie Gifford Funds
This Transfer Agency Agreement is made as of September 1, 2014 (“Effective Date”) by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”), and Baillie Gifford Funds (“Trust”), on behalf of each Portfolio of the Trust listed on Schedule B. Capitalized terms, and certain noncapitalized terms, not otherwise defined shall have the meanings set forth in Schedule A (Schedule A also contains an index of defined terms providing the location of all defined terms). The term “Agreement” shall mean this Transfer Agency Agreement as constituted on the Effective Date, and thereafter as it may be amended from time to time as provided for herein. All references to “Schedule B” herein mean Schedule B attached hereto as constituted on the Effective Date, and thereafter as it may be amended from time to time (deemed or in writing) pursuant to Section 16 or 19(l) of this Agreement.
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT FOR THE BAILLIE GIFFORD FUNDSInvestment Advisory Agreement • April 2nd, 2015 • Baillie Gifford Funds • Massachusetts
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT made as of January 1, 2015 by and between Baillie Gifford Funds, an unincorporated business trust organized under the laws of The Commonwealth of Massachusetts (the “Trust”), on behalf of each of the series listed on Schedule A attached hereto (each, a “Fund” and together, the “Funds”), and Baillie Gifford Overseas Ltd., a company incorporated in Scotland (the “Adviser”), amending and restating in their entirety certain Investment Advisory Agreements between the Trust and the Adviser.
ContractExpense Limitation Agreement • April 2nd, 2015 • Baillie Gifford Funds
Baillie Gifford Funds c/o Baillie Gifford Overseas Limited Calton Square 1 Greenside Row Edinburgh, Scotland United Kingdom EH1 3AN Baillie Gifford Overseas Limited Registered Office: Calton Square 1 Greenside Row Edinburgh EH1 3AN
Subscription for Shares of Beneficial InterestSubscription Agreement • April 2nd, 2015 • Baillie Gifford Funds • Massachusetts
(If a non-U.S. SUBSCRIBER does not have a taxpayer identification number, the Trust may request alternative government-issued documentation certifying to the existence of the SUBSCRIBER’s business or enterprise.)
FORM OF AMENDMENT TO ADMINISTRATION AGREEMENTAdministration Agreement • April 2nd, 2015 • Baillie Gifford Funds
This Amendment Agreement, made as of , is made by and between Baillie Gifford Funds, a Massachusetts business trust (the “Trust”), on behalf of each series of the Trust, and the Bank of New York Mellon, a New York banking organization (“BNY”).
SHAREHOLDER SERVICING AGREEMENT FOR THE BAILLIE GIFFORD FUNDSShareholder Servicing Agreement • April 2nd, 2015 • Baillie Gifford Funds • Massachusetts
SHAREHOLDER SERVICING AGREEMENT made as of January 1, 2015 by and between Baillie Gifford Funds, an unincorporated business trust organized under the laws of The Commonwealth of Massachusetts (the “Trust”), on behalf of each of the series listed on Schedule A attached hereto (each, a “Fund” and together, the “Funds”), and Baillie Gifford Overseas Ltd., a company incorporated in Scotland (the “Shareholder Servicer”).
