0001104659-18-073352 Sample Contracts

BAILLIE GIFFORD FUNDS Amendment No.5 to the Second Amended and Restated Agreement and Declaration of Trust of Baillie Gifford Funds
Baillie Gifford Funds • December 17th, 2018

The undersigned, being at least a majority of the trustees of Baillie Gifford Funds, a Massachusetts business trust (the “Trust”), effective as of December 13, 2018, hereby consent to and adopt this Amendment No. 5 (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.

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FIFTH AMENDMENT AGREEMENT Amending the terms of a Fund Administration and Accounting Agreement
Fifth Amendment Agreement • December 17th, 2018 • Baillie Gifford Funds

This Fifth Amendment Agreement, made as of December 14, 2018, 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”).

Amendment No. 5 To Transfer Agency Agreement
Transfer Agency Agreement • December 17th, 2018 • Baillie Gifford Funds

This Amendment No. 5 To Transfer Agency Agreement, executed as of December 14, 2018 (“Amendment No. 5”), 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.

NINTH AMENDMENT AGREEMENT Amending the terms of a Custody Agreement
Agreement • December 17th, 2018 • Baillie Gifford Funds

This Amendment Agreement, made as of December 14, 2018, 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.

AMENDMENT NO. 3 TO CREDIT AGREEMENT
Credit Agreement • December 17th, 2018 • Baillie Gifford Funds • New York

AMENDMENT NO. 3 (this “Amendment”), dated as of December 14, 2018, to the Credit Agreement, dated as of May 1, 2017, by and among each corporation and each trust listed on Schedule 1 hereto and The Bank of New York Mellon, as amended by Amendment No. 1, dated as of October 3, 2017 and Amendment No. 2, dated, as of April 24, 2018 (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

Baillie Gifford Funds December 14, 2018
Baillie Gifford Funds • December 17th, 2018
FOURTH AMENDMENT AGREEMENT Amending the terms of a Foreign Custody Management Agreement
Fourth Amendment Agreement • December 17th, 2018 • Baillie Gifford Funds

This Amendment Agreement, made as of December 14, 2018, 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”).

BAILLIE GIFFORD FUNDS EXHIBIT H FORM OF JOINDER AGREEMENT
Joinder Agreement • December 17th, 2018 • Baillie Gifford Funds • New York

JOINDER AGREEMENT NO. 2, dated as of December 14, 2018 (this “Joinder Agreement”), by and among each corporation and each trust listed on Schedule 1 hereto (the “Companies”) and The Bank of New York Mellon (the “Bank”).

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