0001104659-17-045084 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 14th, 2017 • Baillie Gifford Funds • Massachusetts

This Indemnification Agreement (the “Agreement”) is made as of the date set forth on the signature page by and between Baillie Gifford Funds, an unincorporated business trust organized under the laws of The Commonwealth of Massachusetts (the “Trust”) and the trustee of the Trust whose name is set forth on the signature page (the “Trustee”).

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BAILLIE GIFFORD FUNDS Amendment No.1 to the Second Amended and Restated Agreement and Declaration of Trust of Baillie Gifford Funds
Second Amended and Restated Agreement and Declaration of Trust • July 14th, 2017 • Baillie Gifford Funds

The undersigned, being at least a majority of the trustees of Baillie Gifford Funds, a Massachusetts business trust (the “Trust”), effective as of June 22, 2017, hereby consent to and adopt this Amendment No. 1 (this “Amendment”) to the Trust’s Second Amended and Restated Agreement and Declaration of Trust dated February 27, 2017 (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.

AMENDMENT AGREEMENT Amending the terms of a Distribution Agreement
Distribution Agreement • July 14th, 2017 • Baillie Gifford Funds

This Amendment Agreement, made as of 29th April 2016, is made by and between Baillie Gifford Funds, a Massachusetts business trust (the “Trust”), on behalf of each series of the Trust, and Baillie Gifford Funds Services LLC (“BGFS”).

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