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Baillie Gifford Funds
SHAREHOLDER SERVICE PLAN
Effective June 29, 2000
This Shareholder Service Plan (the "Plan") constitutes the Service Plan
relating to the Class I, Class II and Class III (each a "Class", and
collectively the "Classes") Shares (the "Shares"), as applicable, of each Fund
listed on Exhibit I hereto, (collectively, the "Funds"), each a series of
Baillie Gifford Overseas Limited, a Massachusetts business trust (the "Trust").
Section 1. The Trust, on behalf each Class of Shares of the Funds, will pay
to Baillie Gifford Overseas Limited, a Scotland company that acts as the
shareholder and client servicer of each Class of the Funds' Shares, or such
other entity as shall from time to time act as the shareholder servicer of such
Class of the Funds' Shares (the "Shareholder Servicer"), a fee (the "Shareholder
Service Fee") for services rendered and expenses borne by the Shareholder
Servicer in connection with the provision of personal services provided to
investors in Shares of the Funds and/or the maintenance of shareholder accounts,
at an annual rate not to exceed the percentage of such Class of Fund Shares'
average monthly net assets set forth on the Service Fee Schedule attached as
Exhibit II hereto of a Fund's average montly net assets attributable to the
Shares. Subject to such limit and subject to the provisions of Section 7 hereof,
the Shareholder Service Fee shall be as approved from time to time by (a) the
Trustees of the Trust and (b) the Independent Trustees of the Trust. The
Shareholder Service Fee shall be computed, accrued and paid monthly or at such
other intervals as the Trustees shall determine. The Shareholder Servicer may
pay all or any portion of the Shareholder Service Fee to shareholder servicing
agents or other organizations (including, but not limited to, any affiliate of
the Shareholder Servicer) as service fees pursuant to agreements with such
organizations for providing personal services to investors in Shares of the
Funds and/or the maintenance of shareholder accounts, and may retain all or any
portion of the Shareholder Service Fee as compensation for providing personal
services to investors in Shares of the Funds and/or the maintenance of
shareholder accounts. All payments under this Service Plan are intended to
qualify as "service fees" as defined in Section 26 of the Rules of Fair Practice
of the National Association of Securities Dealers, Inc. (or any successor
provision) as in effect from time to time.
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Section 2. This Plan shall not take effect until it has been approved by
votes of the majority of both (a) the Trustees of the Trust, and (b) the
Independent Trustees of the Trust, in each case cast in person at a meeting
called for the purpose of voting on this Plan. This Plan shall continue in
effect for a period of more than one year after the date this Plan takes effect,
but only so long as such continuance is specifically approved at least annually
by votes of the majority (or whatever other percentage may, from time to time,
by required by Section 12(b) of the Investment Company Act of 1940 (the "Act")
or the rules and regulations thereunder) of both (a) the Trustees of the Trust,
and (b) the Independent Trustees of the Trust, cast in person at a meeting
called for the purpose of voting on this Plan.
Section 3. Notwithstanding effectiveness of this Plan upon votes required
by Section 2 hereof, in no event shall the Trust pay to the Shareholder Servicer
any Shareholder Service Fee under this Plan unless and until the Trustees of the
Trust have specifically authorized and approved such payments by votes of the
majority (or whatever other percentage may, from time to time, be required by
Section 12(b) of the Act or the rules and regulations thereunder) or both (a)
the Trustees of the Trust, and (b) the Independent Trustees of the Trust, cast
in person at a meeting called for the purpose of voting on the payment of
Shareholder Service Fees under this Plan.
Section 4. Any person authorized to direct the disposition of monies paid
or payable by the Trust pursuant to this Plan or any related agreement shall
provide to the Trustees of the Trust, and the Trustees shall review, at least
quarterly, a written report of the amounts so expended and the purposes for
which such expenditures were made.
Section 5. This Plan may be terminated at any time by vote of a majority of
the Independent Trustees.
Section 6. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide:
A. That such agreement may be terminated at any time, without payment of
any penalty, by vote of a majority of the Independent Trustees, on not
more than 60 days' written notice to any other party to the agreement;
and
B. That such agreement shall terminate automatically in the event of its
assignment; provided, however, in the event of consolidation or merger
in which the Shareholder Servicer is not the surviving corporation or
which results in the acquisition of substantially all the Shareholder
Servicer's outstanding stock by a single person or entity or by a
group of persons and/or entities acting in concert,
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or in the event of the sale or transfer of substantially all the
Shareholder Servicer's assets, the Shareholder Servicer may assign any
such agreement to such surviving entity, acquiring entity, assignee or
purchaser, as the case may be.
Section 7. This Plan may not be amended to increase materially the amount
of expenses permitted pursuant to Section 1 hereof without approval in the
manner provided for the continuation of this Plan in Section 2 hereof.
Section 8. As used in this Plan, (a) the term "Independent Trustees" shall
mean those Trustees of the Trust who are not interested persons of the Trust,
and have no direct or indirect financial interest in the operation of this Plan
or any agreements related to it, and (b) the terms "assignment" and "interested
person" shall have the respective meanings specified in the Act and the rules
and regulations thereunder, all subject to such exemptions as may be granted by
the Securities and Exchange Commission.
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EXHIBIT I
The International Equity Fund
The EAFE Fund
The Emerging Markets Fund
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SERVICE FEE SCHEDULE EXHIBIT II
<TABLE>
<CAPTION>
CLASS I SHARES
FUND SERVICE FEE
<S> <C>
--------------------------------------------------------------------------------
The International Equity Fund 0.25%
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The EAFE Fund 0.25%
--------------------------------------------------------------------------------
The Emerging Markets Fund 0.25%
--------------------------------------------------------------------------------
<CAPTION>
CLASS II SHARES
FUND SERVICE FEE
<S> <C>
--------------------------------------------------------------------------------
The International Equity Fund 0.15%
--------------------------------------------------------------------------------
The EAFE Fund 0.15%
--------------------------------------------------------------------------------
The Emerging Markets Fund 0.15%
--------------------------------------------------------------------------------
<CAPTION>
CLASS III SHARES
FUND SERVICE FEE
<S> <C>
--------------------------------------------------------------------------------
The International Equity Fund 0.05%
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The EAFE Fund 0.05%
--------------------------------------------------------------------------------
The Emerging Markets Fund 0.05%
--------------------------------------------------------------------------------
</TABLE>
