Baillie Gifford Institutional Trust Sample Contracts
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • October 10th, 2025 • Baillie Gifford Institutional Trust • Massachusetts
This Indemnification Agreement (the “Agreement”) is made as of the date set forth on the signature page by and between Baillie Gifford Institutional Trust, 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”).
FOURTEENTH AMENDMENT AGREEMENT Amending the terms of a Fund Administration and Accounting AgreementFund Administration and Accounting Agreement • October 10th, 2025 • Baillie Gifford Institutional Trust
This Fourteenth Amendment Agreement (“Amendment Agreement”), made as of October 10, 2025 (“Effective Date”), is made by and between Baillie Gifford Funds (“BGF”), a Massachusetts business trust, Baillie Gifford Institutional Trust (“BGIT”), a Massachusetts business trust (each a “Trust”), on behalf of each of their respective series listed on Exhibit A hereto (each, a “Fund”; collectively, the “Funds”; if a Trust does not have any Funds, the Trust being the entity serviced as the “Fund”), and The Bank of New York Mellon, a New York banking organization (“BNY”).
Re: Expense Limitation Agreement for Baillie Gifford Institutional Long Term Global Growth Fund, a Series of Baillie Gifford Institutional Trust (the “Trust”)Expense Limitation Agreement • October 10th, 2025 • Baillie Gifford Institutional Trust
This letter is to inform you that the Manager has agreed to an expense limitation undertaking with respect to the Fund. This expense limitation undertaking is not intended to precipitate any alteration or reduction in the services provided by the Manager to the Fund.
THIRTEENTH AMENDMENT AGREEMENT Amending the terms of a Foreign Custody Manager AgreementForeign Custody Manager Agreement • October 10th, 2025 • Baillie Gifford Institutional Trust
This Thirteenth Amendment Agreement (“Amendment Agreement”), made as of October 10, 2025 (“Effective Date”), is made by and between Baillie Gifford Funds (“BGF”), a Massachusetts business trust, Baillie Gifford Institutional Trust (“BGIT”), a Massachusetts business trust (each a “Trust”; collectively, the “Trusts”), on behalf of each of their respective series of the Trusts included within the Definition of “Fund” in Article I, Section 7 of the Foreign Custody Manager Agreement as listed at Section 2 of this Amendment Agreement, and The Bank of New York Mellon, a New York banking organization (“BNY”).
FUND ADMINISTRATION AND ACCOUNTING AGREEMENTFund Administration and Accounting Agreement • October 10th, 2025 • Baillie Gifford Institutional Trust • New York
AGREEMENT made as of September 29, 2000, by and between each entity listed on Exhibit A hereto (each, a "Fund"; collectively, the "Funds"), and The Bank of New York, a New York banking organization ("BNY").
NINTH AMENDMENT AGREEMENT Amending the terms of the Supplement to the Custody Agreement Hong Kong – China – Connect ServiceNinth Amendment Agreement • October 10th, 2025 • Baillie Gifford Institutional Trust
This Ninth Amendment Agreement (“Amendment Agreement”), made as of October 10, 2025 (“Effective Date”), is made by and between Baillie Gifford Funds, a Massachusetts business trust (“BG Funds”), and Baillie Gifford Institutional Trust, a Massachusetts business trust ( “BGIT”), (each a “Trust”; collectively, the “Trusts”), on behalf of each of their respective series of the Trusts listed on Appendix A hereto (each a “Client”), and The Bank of New York Mellon (“BNY”).
INVESTMENT ADVISORY AGREEMENT FOR BAILLIE GIFFORD INSTITUTIONAL TRUSTInvestment Advisory Agreement • October 10th, 2025 • Baillie Gifford Institutional Trust • Massachusetts
INVESTMENT ADVISORY AGREEMENT made as of October 10, 2025 by and between Baillie Gifford Institutional Trust, 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”).
THIRTEENTH AMENDMENT AGREEMENT Amending the terms of a Foreign Custody Manager AgreementForeign Custody Manager Agreement • April 29th, 2026 • Baillie Gifford Institutional Trust
This Thirteenth Amendment Agreement (“Amendment Agreement”), made as of October 10, 2025 (“Effective Date”), is made by and between Baillie Gifford Funds (“BGF”), a Massachusetts business trust, Baillie Gifford Institutional Trust (“BGIT”), a Massachusetts business trust (each a “Trust”; collectively, the “Trusts”), on behalf of each of their respective series of the Trusts included within the Definition of “Fund” in Article I, Section 7 of the Foreign Custody Manager Agreement as listed at Section 2 of this Amendment Agreement, and The Bank of New York Mellon, a New York banking organization (“BNY”).
SUPPLEMENT TO THE CUSTODY AGREEMENT HONG KONG - CHINA – CONNECT SERVICECustody Agreement • October 10th, 2025 • Baillie Gifford Institutional Trust
This Letter relates to the Hong Kong China-Connect Service (as referenced in the Rules of the Stock Exchange of Hong Kong and as hereafter referred to in this Letter, the China Connect Service or Connect). Connect is a trading and clearing service established between Shanghai Stock Exchange, Shenzhen Stock Exchange, China Securities Depository and Clearing Corporation Limited (China Connect Clearing House), Hong Kong Exchanges and Clearing Limited, China Foreign Exchange Trade System & National Interbank Funding Centre (CFETS), China Central Depository & Clearing (CCDC), Shanghai Clearing House (SCH), the Central Moneymarkets Unit of the Monetary Authority of Hong Kong (CMU), the Stock Exchange of Hong Kong (SEHK) and the Hong Kong Stock Exchange’s clearing and nominee company, Hong Kong Securities Clearing Company Limited. (HKSCC). The service applies to stocks and securities listed on a China Connect Market (China Connect Listed Stock) and bonds traded on the China Interbank Bond Mar
CUSTODY AGREEMENTCustody Agreement • October 10th, 2025 • Baillie Gifford Institutional Trust
AGREEMENT, dated as of September 29, 2000 between Baillie Gifford Funds, a business trust organized and existing under the laws of the State of Massachusetts having its principal office and place of business at 1 Rutland Court, Edinburgh, Scotland (the "Trust") on behalf of The International Equity Fund, The EAFE Fund, and The Emerging Markets Fund (each a "Fund") and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 ("Custodian").
SUPPLEMENT TO THE CUSTODY AGREEMENT HONG KONG - CHINA STOCK CONNECT SERVICE - SPSA ACCOUNT MODELCustody Agreement • October 10th, 2025 • Baillie Gifford Institutional Trust
This Letter relates to the Hong Kong - China Stock Connect Service (as the same is defined in the Rules of the Stock Exchange of Hong Kong and as hereafter referred to in this Letter, the China Connect Service or Connect). Connect is a trading and clearing service between Shanghai Stock Exchange, Shenzen Stock Exchange, China Securities Depository and Clearing Corporation Limited (China Connect Clearing House), the Stock Exchange of Hong Kong (SEHK) and the Hong Kong Stock Exchange’s clearing and nominee company, Hong Kong Securities Clearing Company Ltd. (HKSCC). The service applies to securities (China Connect Securities) listed and traded on a China Connect Market via the China Connect Service.
EIGHTEENTH AMENDMENT AGREEMENT Amending the terms of a Custody AgreementCustody Agreement • October 10th, 2025 • Baillie Gifford Institutional Trust
This Eighteenth Amendment Agreement (“Amendment Agreement”), made as of October 10, 2025 (“Effective Date”), is made by and between Baillie Gifford Funds (“BGF”), a Massachusetts business trust, Baillie Gifford Institutional Trust (“BGIT”), a Massachusetts business trust, (each a “Trust”), on behalf of each of their respective series listed on Schedule II hereto (each, a “Fund”; collectively, the “Funds”; and if a Trust does not have any Funds, the Trust being the entity serviced as the “Fund”), and The Bank of New York Mellon (“BNY”).
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT FOR BAILLIE GIFFORD INSTITUTIONAL TRUSTInvestment Advisory Agreement • December 12th, 2025 • Baillie Gifford Institutional Trust • Massachusetts
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT made as of December 9, 2025 by and between Baillie Gifford Institutional Trust, 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 its entirety that certain Investment Advisory Agreement between the Trust and the Adviser, dated as of October 10, 2025 (the “Original Agreement”).
EIGHTEENTH AMENDMENT AGREEMENT Amending the terms of a Custody AgreementCustody Agreement • April 29th, 2026 • Baillie Gifford Institutional Trust
This Eighteenth Amendment Agreement (“Amendment Agreement”), made as of October 10, 2025 (“Effective Date”), is made by and between Baillie Gifford Funds (“BGF”), a Massachusetts business trust, Baillie Gifford Institutional Trust (“BGIT”), a Massachusetts business trust, (each a “Trust”), on behalf of each of their respective series listed on Schedule II hereto (each, a “Fund”; collectively, the “Funds”; and if a Trust does not have any Funds, the Trust being the entity serviced as the “Fund”), and The Bank of New York Mellon (“BNY”).
DISTRIBUTION AGREEMENT between BAILLIE GIFFORD INSTITUTIONAL TRUST and BAILLIE GIFFORD FUNDS SERVICES LLC October 10, 2025Distribution Agreement • October 10th, 2025 • Baillie Gifford Institutional Trust • New York
Baillie Gifford Institutional Trust, 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 offers 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”), on a private placement basis 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”).
FOREIGN CUSTODY MANAGER AGREEMENTForeign Custody Manager Agreement • October 10th, 2025 • Baillie Gifford Institutional Trust
AGREEMENT made as of September 29, 2000, between Baillie Gifford Funds, on behalf of The International Equity Fund, The EAFE Fund and The Emerging Markets Fund (each a "Fund") and The Bank of New York ("BNY").
BAILLIE GIFFORD INSTITUTIONAL TRUST AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUSTAgreement and Declaration of Trust • October 10th, 2025 • Baillie Gifford Institutional Trust • Massachusetts
THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made at Boston, Massachusetts this 2nd day of October, 2025 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 September 5, 2025, as amended by the first amendment to the Agreement and Declaration of Trust on September 11, 2025 (together, the “Original Declaration of Trust”):
Amendment No. 12 To Transfer Agency AgreementTransfer Agency Agreement • October 10th, 2025 • Baillie Gifford Institutional Trust
This Amendment No. 12 To Transfer Agency Agreement, executed as of December 15, 2021 (“Effective Date”) ("Amendment No. 12"), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. ("BNYM") and Baillie Gifford Funds (the "Investment Company"), on its own behalf and on behalf of each series of the Investment Company listed on Schedule B to the Amended Agreement (as defined below), in its individual and separate capacity.
Amendment No. 14 To Transfer Agency AgreementTransfer Agency Agreement • October 10th, 2025 • Baillie Gifford Institutional Trust
This Amendment No. 14 to Transfer Agency Agreement, dated and effective as of January 20, 2025 (“Effective Date”) (“Amendment No. 14”), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”) and Baillie Gifford Funds (the “Investment Company”), on its own behalf and on behalf of each series of the Investment Company listed on Schedule B to this Amendment No. 14, in its individual and separate capacity.
SHAREHOLDER SERVICING AGREEMENT FOR THE BAILLIE GIFFORD INSTITUTIONAL TRUSTShareholder Servicing Agreement • October 10th, 2025 • Baillie Gifford Institutional Trust • Massachusetts
SHAREHOLDER SERVICING AGREEMENT made as of October 10, 2025 by and between Baillie Gifford Institutional Trust, 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”).
Amendment to Custody AgreementCustody Agreement • October 10th, 2025 • Baillie Gifford Institutional Trust
This Amendment is made as of December 30, 2013 to the Custody Agreement (the “Agreement”) dated September 29, 2000, as amended and supplemented, between the Baillie Gifford Funds (the “Trust”), on behalf of each entity listed on Annex I (each, a “Fund”), and The Bank of New York Mellon (the “Custodian”).
Amendment No. 15 To Transfer Agency AgreementTransfer Agency Agreement • April 29th, 2026 • Baillie Gifford Institutional Trust
This Amendment No. 15 to Transfer Agency Agreement, executed as of October 10, 2025 (“Effective Date”) ("Amendment No. 15"), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. ("BNYM"), Baillie Gifford Funds (“BGF”), and Baillie Gifford Institutional Trust (“BGIT”) (each a “Trust”; collectively, the “Trusts”), on their own behalf and on behalf of each series of the Trusts listed on Schedule B to this Amendment No. 15 (each a “Portfolio”). The term “Fund” as used in the Current Agreement means the Trust and each Portfolio of the Trust contained on Schedule B, all and each considered in its individual and separate capacity.
Amendment No. 2 To Transfer Agency AgreementTransfer Agency Agreement • October 10th, 2025 • Baillie Gifford Institutional Trust
This Amendment No. 2 To Transfer Agency Agreement (“Amendment No. 2”), dated as of February 20, 2018 (“Effective Date”), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”) and Baillie Gifford Funds (the “Investment Company”), on its own behalf and on behalf of each series of the Investment Company listed on Schedule B to the Current Agreement (as defined below), in its individual and separate capacity.
NINTH AMENDMENT AGREEMENT Amending the terms of the Supplement to the Custody Agreement Hong Kong – China – Connect ServiceSupplement to the Custody Agreement • April 29th, 2026 • Baillie Gifford Institutional Trust
This Ninth Amendment Agreement (“Amendment Agreement”), made as of October 10, 2025 (“Effective Date”), is made by and between Baillie Gifford Funds, a Massachusetts business trust (“BG Funds”), and Baillie Gifford Institutional Trust, a Massachusetts business trust ( “BGIT”), (each a “Trust”; collectively, the “Trusts”), on behalf of each of their respective series of the Trusts listed on Appendix A hereto (each a “Client”), and The Bank of New York Mellon (“BNY”).
Amendment No. 4 To Transfer Agency AgreementTransfer Agency Agreement • October 10th, 2025 • Baillie Gifford Institutional Trust
This Amendment No. 4 To Transfer Agency Agreement, dated as of September 28, 2018 but effective as of June 30, 2018 (“Amendment No. 4”), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”) and Baillie Gifford Funds (the “Investment Company”), on its own behalf and on behalf of each series of the Investment Company listed on Schedule B to the Amended Agreement (as defined below), in its individual and separate capacity.
FORM OF AMENDMENT TO ADMINISTRATION AGREEMENTAdministration Agreement • October 10th, 2025 • Baillie Gifford Institutional Trust
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”).
FOURTEENTH AMENDMENT AGREEMENT Amending the terms of a Fund Administration and Accounting AgreementFund Administration and Accounting Agreement • April 29th, 2026 • Baillie Gifford Institutional Trust
This Fourteenth Amendment Agreement (“Amendment Agreement”), made as of October 10, 2025 (“Effective Date”), is made by and between Baillie Gifford Funds (“BGF”), a Massachusetts business trust, Baillie Gifford Institutional Trust (“BGIT”), a Massachusetts business trust (each a “Trust”), on behalf of each of their respective series listed on Exhibit A hereto (each, a “Fund”; collectively, the “Funds”; if a Trust does not have any Funds, the Trust being the entity serviced as the “Fund”), and The Bank of New York Mellon, a New York banking organization (“BNY”).
Amendment No. 15 To Transfer Agency AgreementTransfer Agency Agreement • October 10th, 2025 • Baillie Gifford Institutional Trust
This Amendment No. 15 to Transfer Agency Agreement, executed as of October 10, 2025 (“Effective Date”) ("Amendment No. 15"), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. ("BNYM"), Baillie Gifford Funds (“BGF”), and Baillie Gifford Institutional Trust (“BGIT”) (each a “Trust”; collectively, the “Trusts”), on their own behalf and on behalf of each series of the Trusts listed on Schedule B to this Amendment No. 15 (each a “Portfolio”). The term “Fund” as used in the Current Agreement means the Trust and each Portfolio of the Trust contained on Schedule B, all and each considered in its individual and separate capacity.
Amendment No. 6 To Transfer Agency AgreementTransfer Agency Agreement • October 10th, 2025 • Baillie Gifford Institutional Trust
This Amendment No. 6 To Transfer Agency Agreement, dated as of December 13, 2018 (“Amendment No. 6”), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”) and Baillie Gifford Funds (the “Investment Company”), on its own behalf and on behalf of each series of the Investment Company listed on Schedule B to the Current Agreement (as defined below), in its individual and separate capacity.
TRANSFER AGENCY AGREEMENTTransfer Agency Agreement • October 10th, 2025 • Baillie Gifford Institutional Trust
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.