0001104659-12-050391 Sample Contracts

INVESTMENT ADVISORY AGREEMENT FOR THE INTERNATIONAL CHOICE FUND
Investment Advisory Agreement • July 23rd, 2012 • Baillie Gifford Funds • Massachusetts

AGREEMENT made this 20th day of July, 2012 by and between Baillie Gifford Funds, an unincorporated business trust organized under the laws of The Commonwealth of Massachusetts (the “Trust”), on behalf of The International Choice Fund series (the “Fund”), and Baillie Gifford Overseas Ltd., a Scotland company (the “Adviser”),

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BAILLIE GIFFORD FUNDS Amendment No. 5 to the Amended and Restated Agreement and Declaration of Trust
Baillie Gifford Funds • July 23rd, 2012

The undersigned, being at least a majority of the Trustees of Baillie Gifford Funds, a Massachusetts business trust (the “Trust”), effective as of June 21, 2012, hereby consent to and adopt this Amendment No. 5 (this “Amendment”) to the Trust’s Amended and Restated Agreement and Declaration of Trust dated August 17, 2001 (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.

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