Baillie Gifford Funds - Prospectus I and K Share Classes ...

Filed pursuant to Rule 497(e) under the Securities Act of 1933, as amended

Registration File No.: 333-200831

BAILLIE GIFFORD FUNDS

Baillie Gifford Positive Change Equities Fund (the “Positive Change Fund”)

Supplement dated March 30, 2022

to the Positive Change Fund’s Prospectus dated May 1, 2021, as amended

IMPORTANT NOTICE REGARDING FUND REORGANIZATION

The Board of Trustees of Baillie Gifford Funds (the “Board”) has approved, subject to shareholder approval, the reorganization of the Positive Change Fund with and into a newly formed series of Vanguard Valley Forge Funds (the “Vanguard Fund”) (the “Reorganization”). Baillie Gifford Overseas Limited (the “Adviser”), the investment adviser to the Positive Change Fund, recommended the Reorganization to the Board. In order to accomplish the Reorganization, the Board approved an Agreement and Plan of Reorganization for the Positive Change Fund (the “Plan”), which in turn has to be approved by the Positive Change Fund’s shareholders. After the Reorganization, the Vanguard Fund will be managed by the Adviser in accordance with an identical investment objective and substantially similar strategies as those utilized by the Positive Change Fund. The Reorganization is not expected or intended to result in any changes to the day-to-day management of the Positive Change Fund. The Positive Change Fund’s existing portfolio management team will serve as portfolio managers for the Vanguard Fund. The Plan provides for (1) the acquisition by the Vanguard Fund of all of the assets of the Positive Change Fund in exchange for newly issued shares of beneficial interest of the Vanguard Fund and the Vanguard Fund’s assumption of the liabilities of the Positive Change Fund; (2) the distribution of the Vanguard Fund shares to Positive Change Fund shareholders; and (3) the dissolution of the Positive Change Fund as soon as practicable after the completion of the Reorganization. The Reorganization is intended to qualify as a tax-free transaction for federal income tax purposes. The Reorganization is subject to the satisfaction of a number of conditions, including approval by the shareholders of the Positive Change Fund and customary closing conditions. The Board has called a shareholder meeting where shareholders will consider and vote on the Plan (the “Special Meeting”). The Special Meeting is expected to be held in July 2022. The expected record date for the Special Meeting is set to be April 20, 2022, but may be such other date as determined by the officers of the Positive Change Fund. If approved by shareholders, the Reorganization is scheduled to occur in July 2022. A notice of the Special Meeting of the Positive Change Fund’s shareholders and the combined proxy statement and prospectus for the Vanguard Fund will be mailed to the Positive Change Fund’s shareholders in advance of the Special Meeting and will specify the final record date and meeting date for the Special Meeting. If the Reorganization is approved by the Positive Change Fund’s shareholders at the Special Meeting, shareholders of the Positive Change Fund will receive shares of the Vanguard Fund having the same aggregate net asset value as the shares of the Positive Change Fund they hold on the date of the Reorganization. The Reorganization will not affect the total value of any shareholders’ holdings in the Positive Change Fund at the time of the Reorganization. If shareholders approve the Reorganization, shortly after the approval the Positive Change Fund’s distributor expects to cease accepting subscriptions by new and existing shareholders until the completion of the Reorganization. Positive Change Fund shareholders will continue to be able to redeem their shares up until the completion of the Reorganization. Subsciption and redemption requests received after completion of the Reorganization (if approved) should be directed to the Vanguard Fund in accordance with its prospectus. The foregoing is not an offer to sell, nor a solicitation of an offer to buy, shares of the Vanguard Fund or Positive Change Fund, nor is it a solicitation of any proxy. For important information regarding the Reorganizations or to receive a free copy of the combined proxy statement and prospectus relating to the Reorganization, once it is available, please call 1-844-394-6127. The combined proxy statement and prospectus relating to the Reorganization will also be available free of charge on the Securities and Exchange Commission’s web site (http://www.sec.gov). Please read the combined proxy statement and prospectus carefully before making any decision to invest or when considering the Reorganization proposal.

This Supplement should be retained for future reference.

Filed pursuant to Rule 497(e)

under the Securities Act of 1933, as amended Registration File No.: 333-200831


Baillie Gifford Long Term Global Growth Fund Baillie Gifford China A Shares Growth Fund

(the “Funds”)

Supplement dated January 20, 2022 to the Prospectuses and the Statement of Additional Information (“SAI”), dated May 1, 2021 (as revised July 2, 2021) as supplemented or revised from time to time.

Baillie Gifford Long Term Global Growth Fund 1. Effective immediately, Tom Slater will no longer be a Portfolio Manager for Baillie Gifford Long Term Global Growth Fund. The Prospectus and the SAI are revised as of that date to remove all references to Tom Slater as a Portfolio Manager for Baillie Gifford Long Term Global Growth Fund. 2. Effective immediately, John MacDougal, Gemma Barkhuizen, Michael Pye and Robert Wilson will become Portfolio Managers for Baillie Gifford Long Term Global Growth Fund. Therefore, effective immediately the Prospectus and the SAI are revised as follows: 3. The section titled “Management” under “Fund Summaries” in the Prospectus for Baillie Gifford Long Term Global Growth Fund is restated in its entirety as follows: Management Investment Manager Baillie Gifford Overseas Limited Portfolio Managers

Name Title Year Commenced Service with the Fund

Gemma Barkhuizen Portfolio Manager 2022 John MacDougal Portfolio Manager 2022 Michael Pye Portfolio Manager 2022 Mark Urquhart Portfolio Manager 2014 Robert Wilson Portfolio Manager 2022

4. The table in the section titled “Baillie Gifford Long Term Global Growth Fund Team” under “Investment Teams” in the Prospectus is revised to add the following information:

Education Investment Experience

John MacDougal MA in Ancient & Modern History University of Oxford 2000

John is an Investment Manager and member of the Long Term Global Growth (LTGG) and China A-share Teams. He has been a Partner of Baillie Gifford & Co since 2016. John relocated to Shanghai in September 2019 as Chairman of Baillie Gifford’s China office. He joined Baillie Gifford in 2000 andafter a year in the North American department John joined the Japanese team where, from 2007onwards, he managed the Shin Nippon Investment Trust which invests in high growth, small andmedium sized companies. In 2011 John moved to the Global Discovery team which focuses onidentifying rapidly growing, innovation led, smaller businesses from around the world. During thisperiod, he had a particular focus on unearthing new investment opportunities in Emerging Markets,and Asia in particular. He joined the LTGG team in 2015.

Gemma Barkhuizen

Gemma joined Baillie Gifford in September 2017. She was an analyst in the Long Term GlobalGrowth Team and one of the managers of the Global Outliers strategy. She graduated MA in ModernHistory from The University of Durham in 2017. Prior to this, Gemma also graduated BA

BA (Hons) in History BA double major in History and Philosophy Rhodes University in South Africa. MA in Modern History University of Durham 2017

(Hons) in History and BA double major in History and Philosophy from Rhodes University in SouthAfrica.

Michael Pye MA in Classics University of Cambridge, 2008 PhD in International Relations University of St Andrews, 2013 CFA Charterholder

Michael graduated PhD in International Relations from the University of St Andrews in 2013, havingpreviously received an MA in Classics from the University of Cambridge in 2008. From 2008-2010 he worked as a producer for a start-up film company. Since joining Baillie Gifford, he has worked in the UK, Multi Asset, and US Teams before joining the Long Term Global Growth Team as an Investment Manager in 2017. Michael is a CFA charterholder.

Robert Wilson BA (Hons) in Philosophy University of Cambridge, 2015 Mellon Fellowship University of Yale, 2016

Robert joined Baillie Gifford in 2016 as an Investment Analyst in the Long Term Global GrowthTeam. He was a recipient of the Mellon Fellowship to Yale in 2016, where he graduated MA, prior towhich he graduated BA (Hons) in Philosophy from the University of Cambridge in 2015.

5. The table in the section titled “Baillie Gifford Long Term Global Growth Fund” under “Other Accounts” in the SAI is revised to add the following information: The information is provided as of January 19, 2022: Total Accounts Total Assets in

Accounts (US$m) Where advisory fee is based on account performance:

Accounts Assets in Accounts (US$m)

Baillie Gifford Long Term Global Growth Fund John MacDougal Registered Investment Companies

0 0 0 0

Other Pooled Investment Vehicles

0 0 0 0

Other Accounts 0 0 0 0 Ownership of Securities - As of January 19, 2022, Mr. MacDougal did not beneficially own any shares of Baillie Gifford Long Term Global Growth Fund.

Gemma Barkhuizen Registered Investment Companies

0 0 0 0


0 0 0 0

Other Accounts 0 0 0 0 Ownership of Securities - As of January 19, 2022, Ms. Barkhuizen did not beneficially own any shares of Baillie Gifford Long Term Global Growth Fund.

Michael Pye Registered Investment Companies

0 0 0 0


0 0 0 0

Other Accounts 0 0 0 0 Ownership of Securities - As of January 19, 2022, Mr. Pye did not beneficially own any shares of Baillie Gifford Long Term Global Growth Fund.

Robert Wilson Registered Investment Companies

0 0 0 0


0 0 0 0

Other Accounts 0 0 0 0 Ownership of Securities - As of January 19, 2022, Mr. Wilson did not beneficially own any shares of Baillie Gifford Long Term Global Growth Fund.

Baillie Gifford China A Shares Growth Fund

1. Effective immediately, Mark Urquhart will no longer be a Portfolio Manager for Baillie Gifford China A Shares Growth Fund. TheProspectus and the SAI are revised as of that date to remove all references to Mark Urquhart as a Portfolio Manager for Baillie GiffordChina A Shares Growth Fund.

2. Effective immediately, John MacDougal will become a Portfolio Manager for Baillie Gifford China A Shares Growth Fund.Therefore, effective immediately the Prospectus and the SAI are revised as follows:

3. The section titled “Management” under “Fund Summaries” in the Prospectus for Baillie Gifford China A Shares Growth Fund isrestated in its entirety as follows:

Management

Investment Manager Baillie Gifford Overseas Limited

Portfolio Managers

Name Title Year Commenced Service with the Fund

Sophie Earnshaw Portfolio Manager 2019John MacDougal Portfolio Manager 2022

4. The table in the section titled “Baillie Gifford China A Shares Growth Fund Team” under “Investment Teams” in the Prospectus isrevised to add the following information:


John MacDougal MA in Ancient & Modern History University of Oxford 2000

John is an Investment Manager and member of the Long Term Global Growth (LTGG) and China A-share Teams. He has been a Partner of Baillie Gifford & Co since 2016. John relocated to Shanghai in September 2019 as Chairman of Baillie Gifford’s China office. He joined Baillie Gifford in 2000 and after a year in the North American department John joined the Japanese team where, from 2007 onwards, he managed the Shin Nippon Investment Trust which invests in high growth, small and medium sized companies. In 2011 John moved to

the Global Discovery team which focuses on identifying rapidly growing, innovation led, smaller businesses from around the world. During this period, he had a particular focus on

unearthing new investment opportunities in Emerging Markets, and Asia in particular. He joined the LTGG team in 2015.

5. The table in the section titled “Baillie Gifford China A Shares Growth Fund Team” under “Other Accounts” in the SAI is revised toadd the following information:

The information is provided as of January 19, 2022:

Total Accounts Total Assets in Accounts (US$m)

Where advisory fee is based on account performance: Accounts Assets in Accounts

(US$m) Baillie Gifford China A Shares Growth Fund

John MacDougal Registered Investment Companies 0 0 0 0 Other Pooled Investment Vehicles 0 0 0 0 Other Accounts 0 0 0 0 Ownership of Securities - As of January 19, 2022, Mr. MacDougal did not beneficially own any shares of Baillie Gifford China A Shares Growth Fund.

PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE



BAILLIE GIFFORD FUNDS Baillie Gifford Asia Ex Japan Fund

Baillie Gifford China A Shares Growth Fund Baillie Gifford China Equities Fund

Baillie Gifford Developed EAFE All Cap Fund Baillie Gifford EAFE Plus All Cap Fund

Baillie Gifford Emerging Markets Equities Fund Baillie Gifford Global Alpha Equities Fund Baillie Gifford International Alpha Fund

Baillie Gifford International Concentrated Growth Equities Fund Baillie Gifford International Growth Fund

Baillie Gifford International Smaller Companies Fund Baillie Gifford Japan Growth Fund

Baillie Gifford Long Term Global Growth Fund Baillie Gifford U.S. Discovery Fund

Baillie Gifford U.S. Equity Growth Fund (the “ Equity Funds”)

Supplement dated October 15, 2021 to the Prospectuses of the Equity Funds, dated May 1, 2021 (as revised July 2, 2021) as supplemented or revised from

time to time.

Effective immediately:

1. The following sentence is added after the sentence that begins with “The Fund aims to hold securities for …” in the section titled “Principal Investment Strategies” in each Equity Fund’s Prospectus:

Further to the Fund’s long-term investment approach, the portfolio managers seek to identify companies with the potential to grow sustainably. When assessing a company’s ability to deliver sustainable growth over the long term, Baillie Gifford Overseas Limited (the “Manager”) considers a range of factors, including the environmental, social and governance characteristics of a company.

2. The first paragraph of the section titled “Principal Investment Risks—Long-Term Investment Strategy Risk” in the Equity Funds Prospectus is replaced with the following:

The Funds pursue a long-term investment approach, typically seeking returns over a period of several years, which can comprise a full market cycle or more. This investment style may cause a Fund to lose money or underperform compared to its benchmark index or other mutual funds over extended periods of time, and a Fund may not perform as expected in the long term. The market price of a Fund’s investments will fluctuate daily due to economic and other events that affect particular companies and other issuers or the market as a whole, and the market may disagree with the Manager’s assessment for growth in the shorter- or longer-terms. Short- and medium-term price fluctuations may be especially pronounced in less developed markets or in companies with lower market capitalizations. A Fund that integrates ESG factors into its long-term investment approach is also subject to the risks described above.


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Baillie Gifford China A Shares Growth Fund Baillie Gifford Developed EAFE All Cap Fund

Baillie Gifford EAFE Plus All Cap Fund Baillie Gifford Global Stewardship Equities Fund

Baillie Gifford International Alpha Fund Baillie Gifford International Concentrated Growth Equities Fund

(the “Funds”)

Supplement dated August 25, 2021 to the Prospectuses and the Statement of Additional Information (“SAI”), each dated May 1, 2021, as supplemented or revised from time to time

1. Gerard Callahan is expected to retire from the Manager and cease to serve as Portfolio Manager

for Baillie Gifford Developed EAFE All Cap Fund and Baillie Gifford EAFE Plus All CapFund effective on or about April 30, 2022. Therefore, effective immediately, the first row inthe tables in the sections titled “Baillie Gifford Developed EAFE All Cap Fund Team” and“Baillie Gifford EAFE Plus All Cap Fund Team” under “Investment Teams” in theProspectuses are restated as follows:


Gerard Callahan BA in Politics, Philosophy and Economics (1991) Oxford University

Mr. Callahan joined Baillie Gifford in 1991 and is head of the Manager’s U.K. Equity Team and Chairman of the International All Cap Portfolio Construction Group. He became a Partner of the firm in 2000 and Lead Manager of the Manager’s U.K. Alpha Strategy in the same year. Mr. Callahan has been involved as a Portfolio Manager in the Manager’s International strategies since 1998, initially in selecting U.K. stocks. He graduated BA in Politics, Philosophy and Economics from the University of Oxford in 1991. Mr. Callahan has been a member of the team since 2007 and Chairman since 2010. Mr. Callahan is expected to retire from the Manager and cease to serve as Portfolio Manager for the Fund effective on or about April 30, 2022.

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2. Angus Franklin is expected to retire from the Manager and cease to serve as Portfolio Manager

for Baillie Gifford International Alpha Fund effective on or about April 30, 2022. Therefore, effective immediately, the second row in the table in the section titled “Baillie

Gifford International Alpha Fund Team” under “Investment Teams” in the Prospectuses are

restated as follows:


Angus Franklin MA in Economics and Social History (1988) St. Andrews University Chartered Accountant (1992)

Mr. Franklin conducts research for International Alpha Portfolios and became a Partner in 2012, having also worked in the UK, Emerging Markets and European Equity Teams since joining Baillie Gifford in 1994. Mr. Franklin graduated MA in Social and Economic History from The University of St Andrews and qualified as a Chartered Accountant in 1992. Mr. Franklin has been a member of the team since the Fund's inception in 2006. Mr. Franklin is expected to retire from the Manager and cease to serve as Portfolio Manager for the Fund effective on or about April 30, 2022.

3. Effective on or about September 11, 2021, Louise Lin will no longer be a Portfolio Manager

for Baillie Gifford China A Shares Growth Fund. The Prospectus and the SAI are revised as of that date to remove all references to Louise Lin as a Portfolio Manager for Baillie Gifford China A Shares Growth Fund.

4. Effective on or about September 6, 2021, Josie Bentley will no longer be a Portfolio Manager

for Baillie Gifford Global Stewardship Equities Fund. The Prospectus and the SAI are revised as of that date to remove all references to Josie Bentley as a Portfolio Manager for Baillie Gifford Global Stewardship Equities Fund.

5. Effective on or about September 6, 2021, Spencer Adair will become a Portfolio Manager for

Baillie Gifford International Concentrated Growth Equities Fund. Therefore, effective as of that date, the Class K and Institutional Class Prospectus and the SAI are revised as follows.

The section titled “Management” under “Fund Summaries” in the Class K and Institutional Class Prospectus for Baillie Gifford International Concentrated Growth Equities Fund is restated in its entirety as follows:

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Management


Portfolio Managers

Name

Title Year commenced Service with the Fund

Spencer Adair Portfolio Manager 2021 James Anderson Portfolio Manager 2017 Lawrence Burns Portfolio Manager 2017 Paulina Sliwinska Portfolio Manager 2017

The section titled “Baillie Gifford International Concentrated Growth Equities Fund Team” under “Investment Teams” in the Class K and Institutional Class Prospectus is revised to add the following table:


Spencer Adair BSc in Medicine (1997) University of St. Andrews CFA Charterholder

Mr. Adair joined Baillie Gifford in 2000 and is a portfolio manager in the Global Alpha Team. He became a Partner in 2013 and has also spent time working in the Fixed Income, Japanese, European and U.K. Equity Teams. Mr. Adair managed the Investment Grade Long Bond Fund whilst being a Fixed Income Portfolio Manager and the European portion of wider Global portfolios whilst in the European Team. He has also spent time with the Manager’s Emerging Markets Team. Mr. Adair has been involved in the Global Alpha portfolio since inception in 2005 and has focused exclusively on this portfolio management responsibility since early 2007. Mr. Adair graduated BSc in Medicine from the University of St Andrews in 1997, followed by two years of clinical training in Edinburgh. Mr. Adair has been a member of the team since 2021.

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The section titled “Other Accounts” in the SAI is revised to add the following table:

Account Type

Total Accounts

Total Assets in Accounts (US$M)

Where advisory fee is based on account performance

Accounts Assets in Accounts

(US$M) Baillie Gifford International Concentrated Growth Equities Fund Spencer Adair* Registered Investment Companies 2 5,852 1 4,442 Other Pooled Investment Vehicles 15 23,418 2 263 Other Accounts 62 51,160 6 14,929 * Information is provided as of June 30, 2021.

Ownership of Securities - As of June 30, 2021, Mr. Adair did not beneficially own any shares of the Baillie Gifford International Concentrated Growth Equities Fund.

6. Effective on or about September 1, 2021, Chris Davies will become a Portfolio Manager for

Baillie Gifford International Alpha Fund. Therefore, effective as of that date, the Prospectuses and the SAI are revised as follows.

The section titled “Management” under “Fund Summaries” in the Prospectuses for Baillie Gifford International Alpha Fund is restated in its entirety as follows:

Management


Portfolio Managers

Name

Title Year commenced Service with the Fund

Chris Davies Portfolio Manager 2021 Jenny Davis Portfolio Manager 2016 Donald Farquharson Portfolio Manager 2014 Angus Franklin Portfolio Manager 2006 Toby Ross Portfolio Manager 2018 Andrew Stobart Portfolio Manager 2008 Tom Walsh Portfolio Manager 2018

The section titled “Baillie Gifford International Alpha Fund Team” under “Investment Teams” in the Prospectuses is revised to add the following table:

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Chris Davies BA (Hons) Music (2009) Oxford University MMus Music Performance (2010) Royal Welsh School of Music and Drama MSc Music, Mind and Brain (2011) Goldsmiths College

Mr. Davies joined Baillie Gifford in 2012, starting investment life on the European Equities Team before moving to Fixed Income and then the strategy International Alpha. He now works in the Global Alpha Team as an Investment Manager assisting the three decision makers. Mr. Davies grew up in Merthyr Tydfil in South Wales, and became besotted with music at an early age. His interest led him to take up the horn, which fuelled a lifelong passion for the performing arts and took him to Oxford’s Oriel College where he gained a first-class degree in music in 2009. Mr. Davies has been a member of the team since 2021.

The section titled “Other Accounts” in the SAI is revised to add the following table:

Account Type

Total Accounts

Total Assets in Accounts (US$M)

Where advisory fee is based on account performance

Accounts Assets in Accounts

(US$M) Baillie Gifford International Alpha Fund Chris Davies* Registered Investment Companies 0 0 0 0 Other Pooled Investment Vehicles 3 4,703 0 0 Other Accounts 1 214 0 0 *Information is provided as of June 30, 2021. Ownership of Securities - As of June 30, 2021, Mr. Davies did not beneficially own any shares of the Baillie Gifford International Alpha Fund.


Baillie Gifford FundsClasses of Shares

Class K Institutional

Class

Baillie Gifford Asia Ex Japan Fund BASKX BSASXBaillie Gifford China A Shares Growth Fund* BCAKX BCANXBaillie Gifford China Equities Fund BGCDX BGCBXBaillie Gifford Developed EAFE All Cap Fund BGPKX BSGPXBaillie Gifford EAFE Plus All Cap Fund BKGCX BGCSXBaillie Gifford Emerging Markets Equities Fund BGKEX BGEGXBaillie Gifford Global Alpha Equities Fund BGAKX BGASXBaillie Gifford Global Stewardship Equities Fund BGSKX BGSSXBaillie Gifford International Alpha Fund BGIKX BINSXBaillie Gifford International Concentrated Growth

Equities Fund BTLKX BTLSXBaillie Gifford International Growth Fund BGEKX BGESXBaillie Gifford International Smaller Companies Fund BICKX BICIXBaillie Gifford Japan Growth Fund BAADX BAABXBaillie Gifford Long Term Global Growth Fund BGLKX BSGLXBaillie Gifford Positive Change Equities Fund BPEKX BPESXBaillie Gifford U.S. Discovery Fund BGUKX BGUIXBaillie Gifford U.S. Equity Growth Fund BGGKX BGGSX

* Prior to April 30, 2021, the fund was known as Baillie Gifford China A Shares Fund.

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of thisProspectus. Any representation to the contrary is a criminal offense.

Each fund listed above (each, a “Fund”) is a series of Baillie Gifford Funds (the “Trust”) and may offer multiple classes of shares.This Prospectus covers only Class K and Institutional Class shares of the Funds.

ProspectusMay 1, 2021 (as revised July 2, 2021)

Toppan Merrill - Baillie Gifford Funds Baillie Gifford Funds Class Institutional-K Prospectus [Funds] 333-200831 06 | psorrel | 01-Jul-21 16:45 | 21-19611-2.aa | Sequence: 1CHKSUM Content: 60178 Layout: 7797 Graphics: 46441 CLEAN

JOB: 21-19611-2 CYCLE#;BL#: 4; 0 TRIM: 8.50" x 11.00" AS: Chicago: 877-427-2185COLORS: Black, ~note-color 2 GRAPHICS: BG_K_Logo.eps V1.5

Fund Summaries ..........................................................................................................................................................................1Baillie Gifford Asia Ex Japan Fund................................................................................................................................1Baillie Gifford China A Shares Growth Fund ................................................................................................................5Baillie Gifford China Equities Fund ............................................................................................................................10Baillie Gifford Developed EAFE All Cap Fund ............................................................................................................15Baillie Gifford EAFE Plus All Cap Fund ......................................................................................................................20Baillie Gifford Emerging Markets Equities Fund..........................................................................................................25Baillie Gifford Global Alpha Equities Fund ..................................................................................................................30Baillie Gifford Global Stewardship Equities Fund........................................................................................................35Baillie Gifford International Alpha Fund ......................................................................................................................40Baillie Gifford International Concentrated Growth Equities Fund................................................................................45Baillie Gifford International Growth Fund....................................................................................................................50Baillie Gifford International Smaller Companies Fund ................................................................................................55Baillie Gifford Japan Growth Fund ..............................................................................................................................60Baillie Gifford Long Term Global Growth Fund ..........................................................................................................64Baillie Gifford Positive Change Equities Fund ............................................................................................................69Baillie Gifford U.S. Discovery Fund ............................................................................................................................74Baillie Gifford U.S. Equity Growth Fund ......................................................................................................................78

Additional Information about Principal Strategies and Risks ......................................................................................................83Principal Investment Strategies ..................................................................................................................................83Selected Investment Techniques and Topics ............................................................................................................102Principal Investment Risks ........................................................................................................................................105

Fund Management ....................................................................................................................................................................120Investment Manager ................................................................................................................................................120Investment Teams ....................................................................................................................................................123

Shares ......................................................................................................................................................................................137Share Classes ..........................................................................................................................................................137How Shares are Priced ............................................................................................................................................137How to Buy or Exchange Shares ..............................................................................................................................137Restrictions on Buying or Exchanging Shares ..........................................................................................................139Buying, Selling, and Exchanging Shares through Financial Intermediaries..............................................................142How to Sell Shares ..................................................................................................................................................143Share Dividends and Distributions ............................................................................................................................144Tax ............................................................................................................................................................................144

Financial Highlights ..................................................................................................................................................................147

Additional Performance Information ........................................................................................................................................173

Historical Performance Information for Similar Accounts ........................................................................................................176

Contacts and Further Information ............................................................................................................................................179

Table of Contents

Toppan Merrill - Baillie Gifford Funds Baillie Gifford Funds Class Institutional-K Prospectus [Funds] 333-200831 06 | psorrel | 01-Jul-21 16:45 | 21-19611-2.aa | Sequence: 2CHKSUM Content: 5181 Layout: 20555 Graphics: 0 CLEAN

JOB: 21-19611-2 CYCLE#;BL#: 4; 0 TRIM: 8.50" x 11.00" AS: Chicago: 877-427-2185COLORS: Black, ~note-color 2 GRAPHICS: none V1.5

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Baillie Gifford Funds – Prospectus

Fund Summaries

Baillie Gifford Asia Ex Japan Fund

Investment ObjectiveBaillie Gifford Asia Ex Japan Fund seeks capital appreciation.

Fees and ExpensesThe tables below describe the fees and expenses that you maypay if you buy, hold, and sell shares of the Fund. You may payother fees, such as brokerage commissions and other fees tofinancial intermediaries, which are not reflected in the tables andexamples below.

Shareholder Fees(Fees paid directly from your investment)

Class K Institutional ClassNone None

Annual Fund Operating Expenses(Expenses that you pay each year as a percentage of the valueof your investment)

Class K Institutional ClassManagement Fees(a) 0.65% 0.65%Distribution (12b-1) Fees None NoneOther Expenses(b) 16.90% 17.05%Total Annual Fund Operating Expenses 17.55% 17.70%Fee Waiver and/or Expense Reimbursement(c) (16.75)% (16.75)%Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement(c) 0.80% 0.95%

(a) The Management Fee consists of an Advisory Fee and anAdministration and Supervisory Fee paid by the Fund to BaillieGifford Overseas Limited.

(b) Class K and Institutional Class were unfunded as of December 31,2020. Therefore Other Expenses have been estimated for thecurrent fiscal year assuming Fund assets of $1 million.

(c) Baillie Gifford Overseas Limited has contractually agreed to waiveits fees and/or bear Other Expenses of the Fund until April 30, 2022to the extent that such Fund’s Total Annual Operating Expenses(excluding taxes, sub-accounting expenses, and extraordinaryexpenses) exceed 0.80% for Class K and Institutional Class shares.This contractual agreement may only be terminated by the Board ofTrustees of the Trust. Expenses after waiver/reimbursementexceed 0.80% for Institutional Class due to estimated sub-accounting expenses of 0.15%.

Example of ExpensesThe example below is intended to help you compare the cost ofinvesting in the Fund with the cost of investing in other mutualfunds. It assumes that you invest $10,000 in the Fund for the timeperiods indicated, regardless of whether or not you redeem yourshares at the end of such periods. It also assumes that yourinvestment has a 5% return each year and that the Fund’soperating expenses remain the same. The example below alsoapplies any contractual expense waivers and/or expensereimbursements to the first year of each period listed in the table.

Although your actual costs may be higher or lower, based onthese assumptions, your expenses would be:

Class K Institutional Class1 Year $82 $973 Years $3,294 $3,327

Portfolio TurnoverThe Fund pays transaction costs, such as commissions, when itbuys and sells securities (or “turns over” its portfolio). A higherportfolio turnover rate may indicate higher transaction costs andmay result in higher taxes when Fund shares are held in ataxable account. These transaction costs, which are not reflectedin “Annual Fund Operating Expenses” or in the “Example ofExpenses” above, affect the Fund’s performance. Because theFund has not commenced operations, it does not have a portfolioturnover rate.

Principal Investment StrategiesThe Fund seeks to meet its objective by investing in a portfolio ofcommon stocks and other equity securities of issuers located inAsia (excluding Japan) and including the Indian subcontinent.

Under normal circumstances, the Fund will invest at least 80% ofits net assets (plus any borrowings for investment purposes) insecurities of companies located in countries represented in theMSCI All Country Asia Ex Japan Index. The MSCI All CountryAsia Ex Japan Index includes large-cap, mid-cap, and small-capissuers from a variety of countries including China, Hong Kong,India, Indonesia, Malaysia, the Philippines, Singapore, SouthKorea, Taiwan, and Thailand. The economies of many of thesecountries are considered emerging market economies, and somemay be considered frontier markets. The Fund will invest in equitysecurities either directly or indirectly, such as through depositaryreceipts, and may invest in preferred stocks, convertiblesecurities and warrants. The Fund is not constrained with respectto market capitalization and may participate in initial publicofferings (“IPOs”) and in securities offerings that are notregistered in the U.S.

The portfolio managers employ a bottom-up approach to stockselection and select companies without being constrained by theMSCI All Country Asia Ex Japan benchmark. The portfoliomanagers focus on company research and the long-term outlookof companies and industries. Ideas can come from a wide varietyof sources, including, but not limited to, research trips, companymeetings, and relationships with industry thought leaders andacademic institutions. Stock ideas are normally researched toassess a range of factors, including: long-term growth potential,geographic and industry positioning, competitive advantage,management, financial strength and valuation. The intendedoutcome is a diversified portfolio of between 50 and 100 growthcompanies with the potential to outperform the benchmark overthe long term. The Fund aims to hold securities for relatively longperiods, which results in relatively low portfolio turnover and is inline with the Fund’s long-term investment outlook.

The Fund may invest without limitation in securities quoted ordenominated in currencies other than the U.S. dollar and mayhold such currencies. The Fund does not expect to engage in

Toppan Merrill - Baillie Gifford Funds Baillie Gifford Funds Class Institutional-K Prospectus [Funds] 333-200831 06 | psorrel | 01-Jul-21 16:45 | 21-19611-2.ba | Sequence: 1CHKSUM Content: 25061 Layout: 3775 Graphics: 0 CLEAN

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currency hedging and thus expects to be fully exposed tocurrency fluctuations relative to the U.S. dollar.

Principal RisksThe Fund’s net asset value and returns will be impacted by theperformance of the underlying investments of the Fund. Aninvestment in the Fund is not a deposit in a bank and is notinsured or guaranteed by the Federal Deposit InsuranceCorporation or any other government agency. You could losemoney by investing in the Fund.

The principal risks of investing in the Fund (in alphabetical orderafter the first five risks) are:

— Investment Style Risk – Baillie Gifford Overseas Limited (the“Manager”) actively makes investment decisions for the Fundthrough bottom-up stock selection. Accordingly, the Fund willhave risk characteristics that differ from its benchmark index.The Manager’s judgments about the attractiveness, relativevalue, or potential appreciation of a particular stock mayprove to be incorrect and cause the Fund to lose money orunderperform compared to its benchmark index. There can beno assurance that the Manager’s investment decisions willproduce the desired results.

— Growth Stock Risk – The prices of growth stocks may bebased largely on expectations of future earnings, and theirprices can decline rapidly and significantly in reaction tonegative news. Growth stocks may underperform stocks inother broad style categories (and the stock market as awhole) over any period of time and may shift in and out offavor with investors generally, sometimes rapidly, dependingon changes in market, economic, and other factors.

— Long-Term Investment Strategy Risk – The Fund pursues along-term investment approach, typically seeking returnsover a period of several years. This investment style maycause the Fund to lose money or underperform compared toits benchmark index or other mutual funds over extendedperiods of time, and the Fund may not perform as expectedin the long term. An investment in the Fund may be moresuitable for long-term investors who can bear the risk ofshort- or medium-term fluctuations in the value of the Fund’sportfolio.

— Geographic Focus Risk – The Fund expects to focus itsinvestments in a limited number of countries or geographicregions, and as a result may not offer the same level ofdiversification of risks as a more broadly global fundbecause the Fund will be exposed to a smaller geographicarea. The performance of a fund that is less diversifiedacross countries or geographic regions will be closely tied tomarket, currency, economic, political, environmental, orregulatory conditions and developments in the countries orregions in which the fund invests, and may be more volatilethan the performance of a more geographically-diversifiedportfolio.

— Asia Risk – Investing in securities of companies located in orwith exposure to Asian countries involves certain risks andconsiderations not typically associated with investing insecurities of U.S. issuers, including different financialreporting standards, currency exchange rate fluctuations,

and highly regulated markets with the potential forgovernment interference. The economies of many Asiancountries are heavily dependent on international trade andon only a few industries or commodities and, as a result, canbe adversely affected by trade barriers, exchange controlsand other measures imposed or negotiated by the countrieswith which they trade. Some Asian securities may be lessliquid than U.S. or other foreign securities. See “China Risk”for additional details regarding the risks of investing in thatcountry.

Additionally, many of the economies of countries in Asia areconsidered emerging market or frontier market economies.These Asian economies are often characterized by highinflation, undeveloped financial service sectors, frequentcurrency fluctuations, devaluations, or restrictions, politicaland social instability, and less efficient markets. See“Emerging Markets Risk” and “Frontier Markets Risk” foradditional details regarding the risks of investing in suchcountries.

— China Risk – Investing in securities of Chinese issuersinvolves certain risks and considerations not typicallyassociated with investing in securities of U.S. issuers,including, among others, more frequent trading suspensionsand government interventions (including by nationalization ofassets), currency exchange rate fluctuations or blockages,limits on the use of brokers and on foreign ownership,different financial reporting standards, higher dependence onexports and international trade, potential for increased tradetariffs, sanctions, embargoes and other trade limitations, andcustody risks. U.S. sanctions or other investment restrictionscould preclude the Fund from investing in certain Chineseissuers or cause the Fund to sell investments at adisadvantageous time. Significant portions of the Chinesesecurities markets may become rapidly illiquid, as Chineseissuers have the ability to suspend the trading of their equitysecurities, and have shown a willingness to exercise thatoption in response to market volatility and other events.

— Conflicts of Interest Risk – The Manager’s relationships withthe Fund’s institutional investor base may give rise to variousconflicts of interest, since the Manager will sometimes havean incentive to favor those shareholders over othershareholders in the Fund. In addition, the Manager serves asinvestment adviser to various clients other than the Fund,some of whom may pursue strategies that are substantiallysimilar or nearly identical to investment strategies pursuedby the Fund. This “side-by-side” management may give riseto various conflicts of interest, including, for example, inconnection with the fair allocation of trades among theManager’s clients or the sharing of different, more, or moretimely information regarding investment performance,portfolio holdings, strategy developments and/or theManager’s general market outlook. Furthermore, ifinvestment personnel of the Manager hold board or otherpositions at outside companies, they could be exposed tomaterial non-public information potentially impeding ordelaying a Fund’s ability to buy or sell certain investments, orthey could otherwise be restricted in their ability toparticipate in a Fund’s investment process.


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— Currency Risk – The Fund may realize a loss if it hasexposure to a non-U.S. currency, and this non-U.S. currencydeclines in value, relative to the U.S. dollar. The Fund doesnot expect to engage in currency hedging and thus expectsto be fully exposed to currency fluctuations relative to theU.S. dollar.

— Emerging Markets Risk – To the extent the Fund invests inemerging market securities, the Fund may be exposed togreater market, credit, currency, liquidity, legal, political,technical and other risks different from, or greater than, therisks of investing in developed markets.

— Equity Securities Risk – Equity securities may react morestrongly to changes in an issuer’s financial condition orprospects than other securities of the same issuer. Investing inequity securities indirectly, such as through participatory notesor depositary receipts, may involve other risks such as the riskthat the counterparty may default or that the investment doesnot track the underlying security as expected.

— Focused Investment Risk – Should the Fund focus itsinvestments in related, or a limited number of, countries,regions, sectors, or companies, this would create more riskand greater volatility than if the Fund’s investments wereless focused.

— Frontier Markets Risk – Frontier markets are those emergingmarkets that are considered to be among the smallest, leastmature and least liquid and, as a result, may be more volatileand less liquid than investments in more developed marketsor in other emerging market countries. Emerging marketsrisk may be especially heightened in frontier markets.

— Government and Regulatory Risk – Governmental andregulatory authorities in the United States and othercountries, have taken, and may in the future take, actionsintervening in the markets in which the Fund invests and inthe economy more generally. Governmental and regulatoryauthorities may also act to increase the scope or burden ofregulations applicable to the Fund or to the companies inwhich the Fund invests. The effects of these actions on themarkets generally, and Fund’s investment program inparticular, can be uncertain and could restrict the ability ofthe Fund to fully implement its investment strategies, eithergenerally, or with respect to certain securities, industries, orcountries. By contrast, markets in some non-U.S. countrieshistorically have been subject to little regulation or oversightby governmental or regulatory authorities, which couldheighten the risk of loss due to fraud or market failures inthose countries. Governments, agencies, or other regulatorybodies in any country may adopt or change laws orregulations that could adversely affect the Fund or themarket value of an instrument held by the Fund.

— Information Technology Risk – Cyber-attacks, disruptions, orfailures that affect the Fund’s service providers, counterparties,the securities markets generally, other market participants, orissuers of securities held by the Fund may adversely affect theFund and its shareholders, including by causing losses for theFund or impairing Fund operations.

— IPO Risk – The Fund may purchase securities in IPOs.These securities are subject to many of the same risks of

investing in companies with smaller market capitalizations.Securities issued in IPOs have no trading history, andinformation about the companies may be available for verylimited periods. In addition, the prices of securities sold inIPOs may be highly volatile.

— Large-Capitalization Securities Risk – Returns oninvestments in securities of large companies could trail thereturns on investments in securities of smaller and medium-sized companies. Larger companies may be unable torespond as quickly as smaller and medium-sized companiesto competitive challenges or to changes in business, product,financial, or other market conditions. Larger companies maynot be able to achieve or maintain growth at the high ratesthat may be achieved by well-managed smaller and medium-sized companies.

— Liquidity Risk – The Fund’s investments may be subject tolow trading volume, lack of a market maker, contractual lock-in periods or regulatory restrictions, and the Fund may holdlarge positions in particular securities. As a result, it may notbe possible to sell an investment at a particular time or at anacceptable price. Liquidity risk may be magnified duringperiods of changing interest rates, significant shareholderredemptions or market turmoil. Illiquid securities may tradeat a discount from comparable, more liquid investments andmay be subject to wide fluctuations in market value. In somecases, due to unanticipated levels of illiquidity the Fund mayseek to meet its redemption obligations wholly or in part bydistributions of assets in-kind.

— Market Disruption and Geopolitical Risk – The value of theFund’s investments could be adversely affected by eventsthat disrupt securities markets and adversely affect globalmarkets such as war, terrorism, public health crises, andgeopolitical events and by changes in non-U.S. and U.S.economic and political conditions. As a result of theseevents, the Fund could lose money, experience significantredemptions, encounter operational difficulties, and sufferother negative impacts.

— Market Risk – The value of the Fund’s investments will beaffected by fluctuations in the stock markets in which theFund is invested, factors affecting a particular industry orindustries, real or perceived adverse economic conditions,changes in interest or currency rates or adverse investorsentiment generally. Declines in securities market prices mayreduce the net asset value of the Fund’s shares.

— New and Smaller-Sized Funds Risk – New funds andsmaller-sized funds will be subject to greater liquidity riskdue to their smaller asset bases and may be required to sellsecurities at disadvantageous times or prices due to a largeshareholder redemption. A fund that has been recentlyformed will have limited or no performance history forinvestors to evaluate and may not reach or maintain asufficient asset size to effectively implement its investmentstrategy.

— Non-U.S. Investment Risk – Non-U.S. securities are subjectto additional risks, including less liquidity, increased volatility,less transparency, withholding or other taxes, increasedvulnerability to adverse changes in local and globaleconomic conditions, less regulation, and possible



4


fluctuation in value due to adverse political conditions.Foreign portfolio transactions generally involve highercommission rates, transfer taxes, and custodial costs thansimilar transactions in the U.S.

— Service Provider Risk – The Fund will be affected by theManager’s investment techniques, analyses, assessmentsand employee retention. Similarly, adverse events orperformance failures at a service provider, such as humanerror, inadequate controls or insolvency, have the ability toadversely affect the Fund.

— Settlement Risk – The Fund may experience delays insettlement due to the different clearance and settlementprocedures in non-U.S. countries. Such delays may increasecredit risk to the Fund, limit the ability of the Fund to reinvestthe proceeds of a sale of securities, or prevent the Fundfrom selling securities at times and prices it considersdesirable.

— Small- and Medium-Capitalization Securities Risk – Securitiesof small- and medium-capitalization companies can be morevolatile due to various factors including more limited productlines, financial and management resources and marketdistribution channels, as well as shorter operating historiesand potentially reduced liquidity, especially during marketdeclines, than the securities of larger, more establishedcompanies.

— Valuation Risk – In certain circumstances, some of theFund’s portfolio holdings may be valued on the basis offactors other than market quotations by employing the fairvalue procedures adopted by the Board of Trustees of theTrust (the “Board”). This may occur more often in times ofmarket turmoil or reduced liquidity. Portfolio holdings that arevalued using techniques other than market quotations,including “fair valued” securities, may be subject to greaterfluctuation in their valuations from one day to the next than ifmarket quotations were used. There is no assurance that theFund could sell or close out a portfolio position for the valueestablished for it at any time, and it is possible that the Fundwould incur a loss because a portfolio position is sold orclosed out at a discount to the valuation established by theFund at that time.

PerformanceThe Fund had not commenced operations as of December 31,2020. Accordingly, performance data is not included. Whenperformance data becomes available, it will be posted to thefollowing website: http://USmutualfund.bailliegifford.com. Pastperformance (before and after taxes) is not an indication of futureperformance.

Management

Investment ManagerBaillie Gifford Overseas Limited

Portfolio ManagersYear Commenced

Service with theName Title FundBen Durrant Portfolio Manager N/ARoderick Snell Portfolio Manager N/A

Purchasing, Exchanging, and Selling Fund SharesTo purchase, exchange, or redeem shares of the Fund throughan intermediary, please contact your intermediary directly.

Other investors may purchase, exchange, or redeem shares onany day the New York Stock Exchange (“NYSE”) is open fortrading directly from the Fund’s transfer agent, Bank of New YorkMellon, by written request, as further described in the sections ofthe Prospectus entitled “Shares—How to Buy or ExchangeShares” and “Shares—How to Sell Shares.” The initial andsubsequent investment minimums for the Fund shares are asfollows:

MinimumMinimum Initial Subsequent

Class of Shares Investment(1) Investment(1)

Class K $10 million NoneInstitutional Class None None

(1) If you hold shares through a financial intermediary, the financialintermediary may impose its own, different, investment minimums.

The Manager and Baillie Gifford Funds Services LLC (“BGFS”),the Fund’s distributor, each reserves the right to waive anyminimum in their sole discretion, and to reject any purchase orexchange order for any reason. Additional information regardingrestrictions on purchasing or exchanging shares is provided inthe section of the Prospectus entitled “Shares—Restrictions onBuying or Exchanging Shares.”

TaxThe Fund intends to make distributions that will be taxable to youas ordinary income or capital gains, unless you are a tax-exemptinvestor or otherwise investing through a tax-advantagedaccount, such as an IRA or 401(k) plan. If you are investingthrough such a tax-advantaged account, you may be taxed laterupon withdrawal of monies from that account.

Payments to Broker-Dealers and Other FinancialIntermediariesIf you purchase Fund shares through a broker-dealer or otherfinancial intermediary, the Fund and its related companies maypay the intermediary for services the intermediary provides toFund shareholders. These payments are not primarily intended toresult in the sale of Fund shares. These payments may create aconflict of interest by influencing the broker-dealer or otherintermediary and your salesperson to recommend the Fund overanother investment. In addition to the fees and expensesdescribed in the “Fees and Expenses” section above, yourbroker-dealer or financial intermediary may charge commissionsor other fees on purchases and sales of the Class K orInstitutional Class shares of the Fund. Ask your salesperson orvisit your financial intermediary’s web site for more information.



5



Prior to April 30, 2021, the Fund was known as Baillie GiffordChina A Shares Fund.

Investment ObjectiveBaillie Gifford China A Shares Growth Fund seeks capitalappreciation.







(b) While Other Expenses for the last fiscal year were the same forInstitutional Class and Class K, Other Expenses for InstitutionalClass are expected to be higher than those of Class K in the future,since Institutional Class is expected to bear sub-accountingexpenses.

(c) Baillie Gifford Overseas Limited has contractually agreed to waiveits fees and/or bear Other Expenses of the Fund until April 30, 2022to the extent that the Fund’s Total Annual Fund OperatingExpenses (excluding taxes, sub-accounting expenses andextraordinary expenses) exceed 0.87% for Class K and InstitutionalClass shares. This contractual agreement may only be terminatedby the Board of Trustees of the Trust. Because this cap of 0.87%excludes sub-accounting expenses, Total Annual Fund OperatingExpenses After Fee Waiver and/or Expense Reimbursement forInstitutional Class are expected to exceed the cap in the future.

Example of ExpensesThe example below is intended to help you compare the cost ofinvesting in the Fund with the cost of investing in other mutualfunds. It assumes that you invest $10,000 in the Fund for the timeperiods indicated, regardless of whether or not you redeem yourshares at the end of such periods. It also assumes that yourinvestment has a 5% return each year and that the Fund’soperating expenses remain the same. The example below also

applies any contractual expense waivers and/or expensereimbursements to the first year of each period listed in the table.


Class K Institutional Class1 Year $89 $893 Years $2,160 $2,1605 Years $4,010 $4,01010 Years $7,810 $7,810

Portfolio TurnoverThe Fund pays transaction costs, such as commissions, when itbuys and sells securities (or “turns over” its portfolio). A higherportfolio turnover rate may indicate higher transaction costs andmay result in higher taxes when Fund shares are held in ataxable account. These transaction costs, which are not reflectedin “Annual Fund Operating Expenses” or in the “Example ofExpenses” above, affect the Fund’s performance. During theFund’s most recent fiscal year, the Fund’s portfolio turnover ratewas 20% of the average value of its portfolio.

Principal Investment StrategiesThe Fund seeks to meet its objective by investing in a portfolio ofcommon stocks and other equity securities of issuers located inthe People’s Republic of China (“China”).

Under normal circumstances, the Fund will invest at least 80% ofits net assets (plus any borrowings for investment purposes) inChina “A” shares (“A Shares” or “China A Shares”). China AShares are common stocks and other equity securities of issuerslocated in China that are listed or traded on the Shanghai StockExchange, the Shenzhen Stock Exchange, or any other stockexchange in China and which are quoted in renminbi (“RMB”).The Fund expects to access China A Shares through theShanghai-Hong Kong Stock Connect program and theShenzhen-Hong Kong Stock Connect program (together the“Stock Connect programs”). The Fund also may, in the future,access China A Shares through the qualified foreign investorprogram (“QFI” formerly the Qualified Foreign InstitutionalInvestor and Renminbi Qualified Foreign Institutional Investorprograms) or other means of access which may becomeavailable in the future. The foregoing channels are intended toallow the Fund to invest in China A Shares directly. In addition,the Fund may invest in equity securities indirectly, such asthrough depositary receipts or exchange traded funds (“ETFs”),especially during extended closures of the Chinese markets.

The Fund may also invest in preferred stocks, convertiblesecurities and warrants. The Fund may invest in any sector orindustry, in issuers of any market capitalization, and mayparticipate in initial public offerings (“IPOs”) and in securitiesofferings that are not registered in the U.S.

The portfolio managers employ a bottom-up approach to stockselection and select companies without being constrained by theFund’s benchmark, the MSCI China A Onshore Index. Theportfolio managers focus on company research and the long-term outlook of companies and industries. Ideas can come froma wide variety of sources, including, but not limited to, researchtrips, company meetings, and relationships with industry thought



6


leaders and academic institutions. Stock ideas are normallyresearched to assess a range of factors, including: long-termgrowth potential, geographic and industry positioning, competitiveadvantage, management, financial strength and valuation. Theportfolio managers employ an additional due diligence processfor Chinese companies in light of the comparative immaturity ofthe Chinese capital markets and the status of China as anemerging market economy.

The portfolio managers seek to identify exceptional growthcompanies in China and hold them for long enough that theadvantages of their business models and the strength of theircorporate cultures become dominant drivers of their stock price.The intended outcome is a non-diversified portfolio of between25 and 40 growth companies with the potential to outperform thebenchmark over the long term. The Fund intends to operate as anon-diversified fund, which means that it may invest a relativelylarge percentage of its assets in a small number of issuers,industries, or sectors. The Fund aims to hold securities for longperiods (typically 5-10 years), which is expected to result in arelatively low portfolio turnover and is in line with the Fund’s long-term investment outlook.

The Fund may invest without limitation in securities quoted ordenominated in currencies other than the U.S. dollar and mayhold such currencies. The Fund does not expect to engage incurrency hedging and thus expects to be fully exposed tocurrency fluctuations relative to the U.S. dollar.


The principal risks of investing in the Fund (in alphabetical orderafter the first six risks) are:

— China Risk – Investing in securities of Chinese issuersinvolves certain risks and considerations not typicallyassociated with investing in securities of U.S. issuers,including, among others, more frequent trading suspensionsand government interventions (including by nationalization ofassets), currency exchange rate fluctuations or blockages,limits on the use of brokers and on foreign ownership,different financial reporting standards, higher dependence onexports and international trade, potential for increased tradetariffs, sanctions, embargoes and other trade limitations,custody risks, and potential adverse tax consequences. U.S.sanctions or other investment restrictions could preclude theFund from investing in certain Chinese issuers or cause theFund to sell investments at a disadvantageous time.Significant portions of the Chinese securities markets maybecome rapidly illiquid, as Chinese issuers have the ability tosuspend the trading of their equity securities, and haveshown a willingness to exercise that option in response tomarket volatility and other events.

— Investment Style Risk – Baillie Gifford Overseas Limited(the “Manager”) actively makes investment decisions for theFund through bottom-up stock selection. Accordingly, the

Fund will have risk characteristics that differ from itsbenchmark index. The Manager’s judgments about theattractiveness, relative value, or potential appreciation of aparticular stock may prove to be incorrect and cause theFund to lose money or underperform compared to itsbenchmark index. There can be no assurance that theManager’s investment decisions will produce the desiredresults.



— Non-Diversification Risk – The Fund is classified as a “non-diversified” fund. A non-diversified fund may hold a smallernumber of portfolio securities, with larger positions in eachsecurity it holds, than many other mutual funds. To the extentthe Fund invests in a relatively small number of issuers, adecline in the market value of a particular security held bythe Fund may affect its value more than if it invested in alarger number of issuers. The value of the Fund’s sharesmay be more volatile than the values of shares of morediversified funds. See also “Focused Investment Risk.”


— Conflicts of Interest Risk – The Manager’s relationships withthe Fund’s institutional investor base may give rise to variousconflicts of interest, since the Manager will sometimes havean incentive to favor those shareholders over othershareholders in the Fund. In addition, the Manager serves asinvestment adviser to various clients other than the Fund,some of whom may pursue strategies that are substantiallysimilar or nearly identical to investment strategies pursuedby the Fund. This “side-by-side” management may give riseto various conflicts of interest, including, for example, in



7


connection with the fair allocation of trades among theManager’s clients or the sharing of different, more, or moretimely information regarding investment performance,portfolio holdings, strategy developments and/or theManager’s general market outlook. Furthermore, ifinvestment personnel of the Manager hold board or otherpositions at outside companies, they could be exposed tomaterial non-public information potentially impeding ordelaying a Fund’s ability to buy or sell certain investments, orthey could otherwise be restricted in their ability toparticipate in a Fund’s investment process.



— Equity Securities Risk – Equity securities may react morestrongly to changes in an issuer’s financial condition orprospects than other securities of the same issuer. Investingin equity securities indirectly, such as through participatorynotes or depositary receipts, may involve other risks such asthe risk that the counterparty may default or that theinvestment does not track the underlying security asexpected.

— Focused Investment Risk – Because the Fund focuses itsinvestments in a limited number of companies, its investmentstrategy could result in more risk or greater volatility inreturns than if the Fund’s investments were less focused.


— Information Technology Risk – Cyber-attacks, disruptions, orfailures that affect the Fund’s service providers, counterparties,the securities markets generally, other market participants, orissuers of securities held by the Fund may adversely affect the

Fund and its shareholders, including by causing losses for theFund or impairing Fund operations.

— IPO Risk – The Fund may purchase securities in IPOs.These securities are subject to many of the same risks ofinvesting in companies with smaller market capitalizations.Securities issued in IPOs have no trading history, andinformation about the companies may be available for verylimited periods. In addition, the prices of securities sold inIPOs may be highly volatile.



— Market Disruption and Geopolitical Risk – The value of theFund’s investments could be adversely affected by eventsthat disrupt securities markets and adversely affect globalmarkets such as war, terrorism, public health crises, andgeopolitical events and by changes in non-U.S. andU.S. economic and political conditions. As a result of theseevents, the Fund could lose money, experience significantredemptions, encounter operational difficulties, and sufferother negative impacts.





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— Non-U.S. Investment Risk – Non-U.S. securities are subjectto additional risks, including less liquidity, increased volatility,less transparency, withholding or other taxes, increasedvulnerability to adverse changes in local and globaleconomic conditions, less regulation, and possiblefluctuation in value due to adverse political conditions.Foreign portfolio transactions generally involve highercommission rates, transfer taxes, and custodial costs thansimilar transactions in the U.S.




— Underlying Funds Risk – Investments in other pooledinvestment vehicles may indirectly expose the Fund to all ofthe risks applicable to an investment in such other pool. TheFund must pay its pro rata portion of the other pooledvehicle’s fees and expenses. If such pool is an ETF or otherproduct traded on a securities exchange or otherwiseactively traded, its shares may trade at a premium ordiscount to their net asset value, an effect that might bemore pronounced in less liquid markets. Further, theManager or an affiliate may serve as investment adviser tosome pooled vehicles in which the Fund invests, leading topotential conflicts of interest.


PerformanceThe bar chart and table below provide some indication of therisks of investing in the Fund by showing changes in the Fund’sannual total returns from year to year and by comparing theFund’s average annual total returns with those of the Fund’sbenchmark. Past performance (before and after taxes) is not anindication of future performance.

Annual Total Returns – Institutional Class Shares

Highest Quarterly Return: 41.19% (Q2, 2020)Lowest Quarterly Return: -5.15% (Q1, 2020)

In the table below, after-tax returns are calculated using thehistorical highest individual federal marginal income tax rates anddo not reflect the impact of state and local taxes. After-taxreturns are shown for Institutional Class shares only, and after-tax returns for other share classes will vary. Actual after-taxreturns depend on your tax situation and may differ from thoseshown. After-tax returns shown are not relevant if you are tax-exempt or if you hold your Fund shares through tax-advantagedarrangements. A description of the Fund’s comparative index anddetails regarding the calculation of the Fund’s class-by-classperformance are provided in the section of the Prospectusentitled “Additional Performance Information.”

Since FundAverage Annual Total Returns for InceptionPeriods Ended December 31, 2020 1 Year (12/19/2019)Institutional Class Returns Before Taxes 92.29% 93.62%Institutional Class Returns After Taxes on Distributions 91.86% 93.19%Institutional Class Returns After Taxes on Distributions and Sale of Fund Shares 54.77% 71.40%Class K Returns Before Taxes 92.29% 93.62%Comparative Index(reflects no deductions for fees, expenses, or taxes)MSCI China A Onshore Index(1) 40.29% 41.56%

(1) The source of the index data is MSCI Inc. MSCI makes no expressor implied warranties or representations and shall have no liabilitywhatsoever with respect to any MSCI data contained herein. TheMSCI data may not be further redistributed or used as a basis forother indexes or any securities or financial products. ThisProspectus is not approved, endorsed, reviewed or produced byMSCI. None of the MSCI data is intended to constitute investmentadvice or a recommendation to make (or refrain from making) anykind of investment decision and may not be relied on as such.

100.00%92.29%

2020

60.00%

80.00%

40.00%

0.00%

20.00%


JOB: 21-19611-2 CYCLE#;BL#: 4; 0 TRIM: 8.50" x 11.00" AS: Chicago: 877-427-2185COLORS: PANTONE 2602 U, ~note-color 2, Black, 0 GRAPHICS: 19611-2_China_A_C.eps V1.5

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Updated information on the Fund’s investment performance canbe obtained by visiting http://USmutualfund.bailliegifford.com

Management



Service with the Name Title FundSophie Earnshaw Portfolio Manager 2019Louise Lin Portfolio Manager 2019Mark Urquhart Portfolio Manager 2019









Payments to Broker-Dealers and Other FinancialIntermediariesIf you purchase Fund shares through a broker-dealer or otherfinancial intermediary, the Fund and its related companies maypay the intermediary for services the intermediary provides toFund shareholders. These payments are not primarily intended toresult in the sale of Fund shares. These payments may create aconflict of interest by influencing the broker-dealer or otherintermediary and your salesperson to recommend the Fund over

another investment. In addition to the fees and expensesdescribed in the “Fees and Expenses” section above, yourbroker-dealer or financial intermediary may charge commissionsor other fees on purchases and sales of the Class K orInstitutional Class shares of the Fund. Ask your salesperson orvisit your financial intermediary’s web site for more information.



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Baillie Gifford China Equities Fund

Investment ObjectiveBaillie Gifford China Equities Fund seeks capital appreciation.







(b) Class K and Institutional Class were unfunded as of December 31,2020. Therefore, Other Expenses have been estimated for thecurrent fiscal year assuming Fund assets of $1 million.

(c) Baillie Gifford Overseas Limited has contractually agreed to waiveits fees and/or bear Other Expenses of the Fund until April 30, 2023to the extent that the Fund’s Total Annual Fund OperatingExpenses (excluding taxes, sub-accounting expenses andextraordinary expenses) exceed 0.87% for Class K and InstitutionalClass shares. This contractual agreement may only be terminatedby the Board of Trustees of the Trust. Expenses afterwaiver/reimbursement exceed 0.87% for Institutional Class due toestimated sub-accounting expenses of 0.15%.





Principal Investment StrategiesThe Fund will seek to meet its objective by investing in a portfolioof common stocks and other equity securities of companieslocated in the People’s Republic of China (“China”).

Under normal circumstances, the Fund will invest at least 80% ofits net assets (plus any borrowings for investment purposes) incommon stocks and other equity securities of companies locatedin China, regardless of where their securities are principally listedfor trading. The Fund will invest in equity securities either directlyor indirectly, such as through depositary receipts or participatorynotes and may invest in preferred stocks, convertible securitiesand warrants. The Fund may invest in any sector or industry, inissuers of any market capitalization, and may participate in initialpublic offerings (“IPOs”) and in securities offerings that are notregistered in the U.S.

The Fund’s investments can include securities of companieslisted on exchanges located in and outside of China and includeChina “A” shares (“A Shares” or “China A Shares”), which arecommon stocks and other equity securities that are listed ortraded on a Chinese stock exchange and which are quoted inrenminbi, the official currency of China. The Fund expects todirectly access China A Shares through the Shanghai-Hong KongStock Connect program and the Shenzhen-Hong Kong StockConnect program (together the “Stock Connect programs”).The Fund may in the future also directly access securities ofcompanies through the qualified foreign investor program (“QFI”formerly the Qualified Foreign Institutional Investor and RenminbiQualified Foreign Institutional Investor programs) or other meansof access which may become available in the future. In addition,the Fund may invest in equity securities indirectly, such asthrough depositary receipts or exchange traded funds (“ETFs”),especially during extended closures of the Chinese markets.

The portfolio managers employ a bottom-up approach to stockselection and will principally select companies without beingconstrained by the Fund’s benchmark, the MSCI China AllShares Index. The portfolio managers focus on companyresearch and the long-term outlook of companies and industries.Ideas can come from a wide variety of sources, including, but notlimited to, research trips, company meetings, and relationshipswith industry thought leaders and academic institutions. Stockideas normally will be researched to assess a range of factors,



11


including: long-term growth potential, geographic and industrypositioning, competitive advantage, management, financialstrength, and valuation. The portfolio managers employ anadditional due diligence process for Chinese companies in lightof the comparative immaturity of the Chinese capital markets andthe status of China as an emerging market economy.

The portfolio managers seek to identify exciting growthcompanies in China across a broad range of sectors with thepotential to achieve the Fund’s investment objective. Theintended outcome is a non-diversified portfolio of between 40 and80 growth companies with the potential to outperform thebenchmark over the long term. The Fund intends to operate as anon-diversified fund, which means that it may invest a relativelylarge percentage of its assets in a small number of issuers,industries, or sectors. The Fund aims to hold securities for longperiods (typically 5+ years), which is expected to result in arelatively low portfolio turnover and be in line with the Fund’slong-term investment outlook. It is expected that the Fund willhold large positions, over 5%, in a small number of companiesconsistent with the Fund operating as a non-diversified fund.




— China Risk – Investing in securities of Chinese issuersinvolves certain risks and considerations not typicallyassociated with investing in securities of U.S. issuers,including, among others, more frequent trading suspensionsand government interventions (including by nationalization ofassets), currency exchange rate fluctuations or blockages,limits on the use of brokers and on foreign ownership,different financial reporting standards, higher dependence onexports and international trade, potential for increased tradetariffs, sanctions, embargoes and other trade limitations,custody risks, and potential adverse tax consequences. U.S.sanctions or other investment restrictions could preclude theFund from investing in certain Chinese issuers or cause theFund to sell investments at a disadvantageous time.Significant portions of the Chinese securities markets maybecome rapidly illiquid, as Chinese issuers have the ability tosuspend the trading of their equity securities, and haveshown a willingness to exercise that option in response tomarket volatility and other events.

— Investment Style Risk – Baillie Gifford Overseas Limited(the “Manager”) actively makes investment decisions for theFund through bottom-up stock selection. Accordingly, theFund will have risk characteristics that differ from its

benchmark index. The Manager’s judgments about theattractiveness, relative value, or potential appreciation of aparticular stock may prove to be incorrect and cause theFund to lose money or underperform compared to itsbenchmark index. There can be no assurance that theManager’s investment decisions will produce the desiredresults.





— Conflicts of Interest Risk – The Manager’s relationships withthe Fund’s institutional investor base may give rise to variousconflicts of interest, since the Manager will sometimes havean incentive to favor those shareholders over othershareholders in the Fund. In addition, the Manager serves asinvestment adviser to various clients other than the Fund,some of whom may pursue strategies that are substantiallysimilar or nearly identical to investment strategies pursuedby the Fund. This “side-by-side” management may give riseto various conflicts of interest, including, for example, inconnection with the fair allocation of trades among the



12


Manager’s clients or the sharing of different, more, or moretimely information regarding investment performance,portfolio holdings, strategy developments and/or theManager’s general market outlook. Furthermore, ifinvestment personnel of the Manager hold board or otherpositions at outside companies, they could be exposed tomaterial non-public information potentially impeding ordelaying the Fund’s ability to buy or sell certain investments,or they could otherwise be restricted in their ability toparticipate in the Fund’s investment process.






— Information Technology Risk – Cyber-attacks, disruptions, orfailures that affect the Fund’s service providers, counterparties,the securities markets generally, other market participants, orissuers of securities held by the Fund may adversely affect the

Fund and its shareholders, including by causing losses for theFund or impairing Fund operations.









13






— Underlying Funds Risk – Investments in other pooledinvestment vehicles may indirectly expose the Fund to all ofthe risks applicable to an investment in such other pool. Afund must pay its pro rata portion of the other pooledvehicle’s fees and expenses. If such pool is an ETF or otherproduct traded on a securities exchange or otherwiseactively traded, its shares may trade at a premium ordiscount to their net asset value, an effect that might bemore pronounced in less liquid markets. Further, theManager or an affiliate may serve as investment adviser tosome pooled vehicles in which the Fund invests, leading topotential conflicts of interest.



Management



Service with the Name Title FundSophie Earnshaw Portfolio Manager 2021Mike Gush Portfolio Manager 2021Roderick Snell Portfolio Manager 2021



Minimum Minimum Initial Subsequent






Payments to Broker-Dealers and Other FinancialIntermediariesIf you purchase Fund shares through a broker-dealer or otherfinancial intermediary, the Fund and its related companies maypay the intermediary for services the intermediary provides to



14


Fund shareholders. These payments are not primarily intended toresult in the sale of Fund shares. These payments may create aconflict of interest by influencing the broker-dealer or otherintermediary and your salesperson to recommend the Fund overanother investment. In addition to the fees and expensesdescribed in the “Fees and Expenses” section above, yourbroker-dealer or financial intermediary may charge commissionsor other fees on purchases and sales of the Class K orInstitutional Class shares of the Fund. Ask your salesperson orvisit your financial intermediary’s web site for more information.



15


Baillie Gifford Developed EAFE All Cap Fund

Investment ObjectiveBaillie Gifford Developed EAFE All Cap Fund seeks capitalappreciation.





Class K Institutional ClassManagement Fees(a) 0.52% 0.52%Distribution (12b-1) Fees None NoneOther Expenses(b) 0.12% 0.24%Total Annual Fund Operating Expenses 0.64% 0.76%


(b) Other Expenses differ due to sub-accounting expenses.

Example of ExpensesThe example below is intended to help you compare the cost ofinvesting in the Fund with the cost of investing in other mutualfunds. It assumes that you invest $10,000 in the Fund for the timeperiods indicated, regardless of whether or not you redeem yourshares at the end of such periods. It also assumes that yourinvestment has a 5% return each year and that the Fund’soperating expenses remain the same.


Class K Institutional Class1 Year $65 $783 Years $205 $2435 Years $357 $42210 Years $798 $942


Principal Investment StrategiesThe Fund seeks to meet its objective by investing in a portfolio ofcommon stocks and other equity securities of issuers located innon-U.S. countries with developed markets.

Under normal circumstances, the Fund invests at least 80% of itsnet assets (plus any borrowings for investment purposes) incommon stocks and other equity securities of companies whoseprincipal activities are in developed markets in Europe,Australasia and/or the Far East. The Fund invests in equitysecurities either directly or indirectly, such as through depositaryreceipts, and may invest in preferred stocks, convertiblesecurities and warrants. The Fund is not constrained with respectto market capitalization and may participate in initial publicofferings (“IPOs”) and in securities offerings that are notregistered in the U.S. In selecting companies for investment, theportfolio managers focus on issuers in developed markets, but insome circumstances may gain exposure to emerging markets.

The portfolio managers employ a bottom-up approach to stockselection and retain flexibility to invest without being constrainedby the MSCI EAFE benchmark. The portfolio managers focus oncompany research and the long-term outlook of companies andindustries. Ideas can come from a wide variety of sources,including, but not limited to, research trips, company meetings,and relationships with industry thought leaders and academicinstitutions. Stock ideas are normally researched to assess arange of factors that may include: long-term growth potential,geographic and industry positioning, competitive advantage,management, financial strength and valuation. The intendedoutcome is a diversified portfolio of between 50 and 90 growthcompanies with the potential to outperform the benchmark overthe long term. The process can result in significant exposure to asingle country or a small number of countries, which in recentperiods has included Japan. The Fund aims to hold securities forlong periods (typically 5+ years), which results in relatively lowportfolio turnover and is in line with the Fund’s long-terminvestment outlook. The Fund may invest without limitation insecurities quoted or denominated in currencies other than theU.S. dollar and may hold such currencies. The Fund does notexpect to engage in currency hedging and thus expects to befully exposed to currency fluctuations relative to the U.S. dollar.



— Investment Style Risk – Baillie Gifford Overseas Limited(the “Manager”) actively makes investment decisions for theFund through bottom-up stock selection. Accordingly, theFund will have risk characteristics that differ from itsbenchmark index. The Manager’s judgments about theattractiveness, relative value, or potential appreciation of aparticular stock may prove to be incorrect and cause theFund to lose money or underperform compared to itsbenchmark index. There can be no assurance that the



16


Manager’s investment decisions will produce the desiredresults.




— Asia Risk – Investing in securities of companies located in orwith exposure to Asian countries involves certain risks andconsiderations not typically associated with investing insecurities of U.S. issuers, including different financialreporting standards, currency exchange rate fluctuations,and highly regulated markets with the potential forgovernment interference. The economies of many Asiancountries are heavily dependent on international trade andon only a few industries or commodities and, as a result, canbe adversely affected by trade barriers, exchange controlsand other measures imposed or negotiated by the countrieswith which they trade. Some Asian securities may be lessliquid than U.S. or other foreign securities. See “China Risk”and “Japan Risk” for additional details regarding the risks ofinvesting in those countries.

— China Risk – Investing in securities of Chinese issuersinvolves certain risks and considerations not typicallyassociated with investing in securities of U.S. issuers,including, among others, more frequent trading suspensionsand government interventions (including by nationalization ofassets), currency exchange rate fluctuations or blockages,limits on the use of brokers and on foreign ownership,different financial reporting standards, higher dependence onexports and international trade, potential for increased tradetariffs, sanctions, embargoes and other trade limitations,custody risks, and potential adverse tax consequences.U.S. sanctions or other investment restrictions could precludethe Fund from investing in certain Chinese issuers or cause

the Fund to sell investments at a disadvantageous time.Significant portions of the Chinese securities markets maybecome rapidly illiquid, as Chinese issuers have the ability tosuspend the trading of their equity securities, and haveshown a willingness to exercise that option in response tomarket volatility and other events.





— Geographic Focus Risk – The Fund expects to focus itsinvestments in a limited number of countries or geographicregions, and as a result may not offer the same level ofdiversification of risks as a more broadly global fundbecause the Fund will be exposed to a smaller geographicarea. The performance of a fund that is less diversifiedacross countries or geographic regions will be closely tied tomarket, currency, economic, political, environmental, orregulatory conditions and developments in the countries orregions in which the fund invests, and may be more volatile



17


than the performance of a more geographically-diversifiedportfolio.




— Japan Risk – The Japanese economy has only recentlyemerged from a prolonged economic downturn. Since theyear 2000, Japan’s economic growth rate has remainedrelatively low, and it may remain low in the future. Japan’seconomy is characterized by an aging demographic,declining population, large government debt, and a highlyregulated labor market. In the longer term, Japan will have toaddress the effects of an aging population, including theimpact of a shrinking work force and higher welfare costs.Japan’s economic recovery has been affected by economicdistress resulting from a number of natural disasters,including disasters that caused damage to nuclear powerplants in the region. Such environmental catastrophes havecaused Japan’s financial markets to fluctuate dramatically.Japan continues to be subject to the risk of natural disasters,such as earthquakes, volcanic eruptions, typhoons andtsunamis, which could negatively affect the Japaneseeconomy.

— Large-Capitalization Securities Risk – Returns oninvestments in securities of large companies could trail thereturns on investments in securities of smaller and medium-sized companies. Larger companies may be unable to

respond as quickly as smaller and medium-sized companiesto competitive challenges or to changes in business, product,financial, or other market conditions. Larger companies maynot be able to achieve or maintain growth at the high ratesthat may be achieved by well-managed smaller and medium-sized companies.






— Small- and Medium-Capitalization SecuritiesRisk – Securities of small- and medium-capitalizationcompanies can be more volatile due to various factorsincluding more limited product lines, financial andmanagement resources and market distribution channels, aswell as shorter operating histories and potentially reducedliquidity, especially during market declines, than thesecurities of larger, more established companies.



18




Annual Total Returns – Institutional Class Shares(1)


(1) Performance for Institutional Class shares prior to their date ofinception (April 28, 2017) is derived from the historical performanceof Class 2 shares, which are not offered under this Prospectus andare currently closed to new investors. The historical Class 2performance has been adjusted for the higher total annualoperating expenses incurred by Institutional Class.

In the table below, after-tax returns are calculated using thehistorical highest individual federal marginal income tax rates anddo not reflect the impact of state and local taxes. After-taxreturns are shown for Institutional Class shares only, and after-tax returns for other share classes will vary. Actual after-taxreturns depend on your tax situation and may differ from thoseshown. After-tax returns shown are not relevant if you are tax-exempt or if you hold your Fund shares through tax-advantagedarrangements. A description of the Fund’s comparative index anddetails regarding the calculation of the Fund’s class-by-class

performance are provided in the section of the Prospectusentitled “Additional Performance Information.”

Average Annual Total Since Fund Returns for Periods Ended InceptionDecember 31, 2020(1) 1 Year 5 Years (04/15/2014)Institutional Class Returns Before Taxes 27.77% 12.68% 9.03%Institutional Class Returns After Taxes on Distributions 27.56% 12.47% 8.79%Institutional Class Returns After Taxes on Distributions and Sale of Fund Shares 16.69% 10.20% 7.23%Class K Returns Before Taxes 27.98% 12.78% 9.14%Comparative Index(reflects no deduction for fees, expenses, or taxes)MSCI EAFE Index(2) 8.28% 7.96% 5.21%

(1) Performance for Class K and Institutional Class shares prior to theirdate of inception (April 28, 2017) is derived from the historicalperformance of Class 2 shares and, for Institutional Class, hasbeen adjusted for the higher total annual operating expensesincurred by Institutional Class.


Updated information on the Fund’s investment performance canbe obtained by visiting http://USmutualfund.bailliegifford.com.

Management



Service with the Name Title FundGerard Callahan Portfolio Manager 2014Iain Campbell Portfolio Manager 2014Sophie Earnshaw Portfolio Manager 2014Joe Faraday Portfolio Manager 2014Moritz Sitte Portfolio Manager 2014


Other investors may purchase, exchange, or redeem shares onany day the New York Stock Exchange (“NYSE”) is open fortrading directly from the Fund’s transfer agent, Bank of New YorkMellon, by written request, as further described in the sections ofthe Prospectus entitled “Shares—How to Buy or Exchange

40.00%20162015

27.77%32.28%

-0.34%

28.61%

-16.13%

4.46%

2017 2019 20202018

20.00%

30.00%

10.00%

-20.00%

-10.00%

0.00%


JOB: 21-19611-2 CYCLE#;BL#: 4; 0 TRIM: 8.50" x 11.00" AS: Chicago: 877-427-2185COLORS: PANTONE 2602 U, ~note-color 2, Black, 0 GRAPHICS: 19611-2_EAFE_All_Cap_C.eps V1.5

19


Shares” and “Shares—How to Sell Shares.” The initial andsubsequent investment minimums for the Fund shares are asfollows:










20


Baillie Gifford EAFE Plus All Cap Fund

Investment ObjectiveBaillie Gifford EAFE Plus All Cap Fund seeks capitalappreciation.












Principal Investment StrategiesThe Fund seeks to meet its objective by investing in a portfolio ofcommon stocks and other equity securities of issuers located innon-U.S. countries with developed and emerging markets.

Under normal circumstances, the Fund invests at least 85% of itsnet assets (plus any borrowings for investment purposes) incommon stocks and other equity securities of companies whoseprincipal activities are in Europe, Australasia and/or the Far East.The Fund invests in equity securities either directly or indirectly,such as through depositary receipts, and may invest in preferredstocks, convertible securities and warrants. The Fund is notconstrained with respect to market capitalization and mayparticipate in initial public offerings (“IPOs”) and in securitiesofferings that are not registered in the U.S. In selectingcompanies for investment, the portfolio managers focus onissuers in both developed and emerging markets.

The portfolio managers employ a bottom-up approach to stockselection and retain flexibility to invest without being constrainedby the MSCI EAFE benchmark. The portfolio managers focus oncompany research and the long-term outlook of companies andindustries. Ideas can come from a wide variety of sources,including, but not limited to, research trips, company meetings,and relationships with industry thought leaders and academicinstitutions. Stock ideas are normally researched to assess arange of factors that may include: long-term growth potential,geographic and industry positioning, competitive advantage,management, financial strength and valuation. The intendedoutcome is a diversified portfolio of between 60 and 90 growthcompanies with the potential to outperform the benchmark overthe long term. The process can result in significant exposure to asingle country or a small number of countries, which in recentperiods has included Japan. The Fund aims to hold securities forlong periods (typically 5+ years), which results in relatively lowportfolio turnover and is in line with the Fund’s long-terminvestment outlook.




— Investment Style Risk – Baillie Gifford Overseas Limited (the“Manager”) actively makes investment decisions for the Fundthrough bottom-up stock selection. Accordingly, the Fund willhave risk characteristics that differ from its benchmark index.The Manager’s judgments about the attractiveness, relativevalue, or potential appreciation of a particular stock mayprove to be incorrect and cause the Fund to lose money orunderperform compared to its benchmark index. There can

Toppan Merrill - Baillie Gifford Funds Baillie Gifford Funds Class Institutional-K Prospectus [Funds] 333-200831 06 | psorrel | 01-Jul-21 16:45 | 21-19611-2.bc | Sequence: 1CHKSUM Content: 9629 Layout: 6225 Graphics: 0 CLEAN


21


be no assurance that the Manager’s investment decisions willproduce the desired results.






Additionally, many of the economies of countries in Asia areconsidered emerging market or frontier market economies.These Asian economies are often characterized by highinflation, undeveloped financial service sectors, frequentcurrency fluctuations, devaluations, or restrictions, politicaland social instability, and less efficient markets. See“Emerging Markets Risk” for additional details regarding therisks of investing in such countries.








22






— Japan Risk – The Japanese economy has only recentlyemerged from a prolonged economic downturn. Since theyear 2000, Japan’s economic growth rate has remainedrelatively low, and it may remain low in the future. Japan’seconomy is characterized by an aging demographic,declining population, large government debt, and a highlyregulated labor market. In the longer term, Japan will have toaddress the effects of an aging population, including theimpact of a shrinking work force and higher welfare costs.Japan’s economic recovery has been affected by economicdistress resulting from a number of natural disasters,including disasters that caused damage to nuclear powerplants in the region. Such environmental catastrophes havecaused Japan’s financial markets to fluctuate dramatically.

Japan continues to be subject to the risk of natural disasters,such as earthquakes, volcanic eruptions, typhoons andtsunamis, which could negatively affect the Japaneseeconomy.









23








In the table below, after-tax returns are calculated using thehistorical highest individual federal marginal income tax rates anddo not reflect the impact of state and local taxes. After-taxreturns are shown for Institutional Class shares only, and after-tax returns for other share classes will vary. Actual after-taxreturns depend on your tax situation and may differ from those

shown. After-tax returns shown are not relevant if you are tax-exempt or if you hold your Fund shares through tax-advantagedarrangements. A description of the Fund’s comparative index anddetails regarding the calculation of the Fund’s class-by-classperformance are provided in the section of the Prospectusentitled “Additional Performance Information.”

Average Annual Total Returns for Periods Ended December 31, 2020(1) 1 Year 5 Years 10 YearsInstitutional Class Returns Before Taxes 28.68% 13.27% 8.86%Institutional Class Returns After Taxes on Distributions 28.23% 12.80% 8.14%Institutional Class Returns After Taxes on Distributions and Sale of Fund Shares 17.39% 10.62% 6.94%Class K Returns Before Taxes 28.78% 13.38% 8.99%Comparative Index(reflects no deductions for fees, expenses, or taxes)MSCI EAFE Index(2) 8.28% 7.96% 6.00%




Management


Portfolio Managers Year Commenced Service with the Name Title FundGerard Callahan Portfolio Manager 2009Iain Campbell Portfolio Manager 2010Sophie Earnshaw Portfolio Manager 2014Joe Faraday Portfolio Manager 2009Moritz Sitte Portfolio Manager 2014


Other investors may purchase, exchange, or redeem shares onany day the New York Stock Exchange (“NYSE”) is open fortrading directly from the Fund’s transfer agent, Bank of New YorkMellon, by written request, as further described in the sections ofthe Prospectus entitled “Shares—How to Buy or ExchangeShares” and “Shares—How to Sell Shares.” The initial and

40.00%2011

-12.64%

28.68%31.60%

21.57%

2.01%

-16.50%

21.00%

-4.37%

2015 2016 2017 2018 20202019201420132012

20.00%

30.00%

-30.00%

-20.00%

-10.00%

0.00%

10.00%

0.45%

31.27%


JOB: 21-19611-2 CYCLE#;BL#: 4; 0 TRIM: 8.50" x 11.00" AS: Chicago: 877-427-2185COLORS: PANTONE 2602 U, ~note-color 2, Black, 0 GRAPHICS: 19611-2_EAFE_Plus_C.eps V1.5

24


subsequent investment minimums for the Fund shares are asfollows:










25


Baillie Gifford Emerging Markets Equities Fund

Investment ObjectiveBaillie Gifford Emerging Markets Equities Fund seeks capitalappreciation.










Class K Institutional Class1 Year $82 $913 Years $255 $2845 Years $444 $49310 Years $990 $1,096


Principal Investment StrategiesThe Fund seeks to meet its objective by investing in a portfolio ofcommon stocks and other equity securities of issuers located incountries of emerging and frontier markets.

Under normal circumstances, the Fund invests at least 80% of itsnet assets (plus any borrowings for investment purposes) inequity securities of companies located in countries representedin the MSCI Emerging Markets Index. The countries representedin the MSCI Emerging Markets Index include markets that maybe less sophisticated than more developed markets in terms ofparticipation by investors, analyst coverage, liquidity, andregulation. The Fund invests in equity securities either directly orindirectly, such as through depositary receipts or participatorynotes, and may invest in preferred stocks, convertible securitiesand warrants. The Fund is not constrained with respect to marketcapitalization and may participate in initial public offerings(“IPOs”) and in securities offerings that are not registered in theU.S. The portfolio managers have flexibility to gain exposure toone or more emerging markets through investing in exchangetraded funds (“ETFs”) that track relevant equity indices.

The portfolio managers primarily employ a bottom-up approachto stock selection and select companies without beingconstrained by the MSCI Emerging Markets benchmark. Theportfolio managers may reference the benchmark to set limits onthe relative weighting of countries in the portfolio. The portfoliomanagers can also consider macro-economic factors whenidentifying potential investments. The portfolio managers focuson company research and the long-term outlook of companiesand industries. Ideas can come from a wide variety of sources,including, but not limited to, research trips, company meetings,and relationships with industry thought leaders and academicinstitutions. Stock ideas are normally researched to assess arange of factors, including: long-term growth potential,geographic and industry positioning, competitive advantage,management, financial strength and valuation. The intendedoutcome is a diversified portfolio of between 60 and 100 growthcompanies with the potential to outperform the benchmark overthe long term. The process can result in significant exposure to asingle country or a small number of countries, and the Fundexpects to invest significantly in Chinese companies includingthrough China A shares, which are common stocks and otherequity securities that are listed or traded on a Chinese stockexchange and which are quoted in renminbi. The Fund aims tohold securities for long periods (typically 5 years), which resultsin relatively low portfolio turnover and is in line with the Fund’slong-term investment outlook.





26



— Investment Style Risk – Baillie Gifford Overseas Limited(the “Manager”) actively makes investment decisions for theFund through bottom-up stock selection. Accordingly, theFund will have risk characteristics that differ from itsbenchmark index. The Manager’s judgments about theattractiveness, relative value, or potential appreciation of aparticular stock may prove to be incorrect and cause theFund to lose money or underperform compared to itsbenchmark index. There can be no assurance that theManager’s investment decisions will produce the desiredresults.




— Emerging Markets Risk – Because the Fund invests inemerging market securities, the Fund may be exposed togreater market, credit, currency, liquidity, legal, political,technical and other risks different from, or greater than, therisks of investing in developed markets.

— Asia Risk – Investing in securities of companies located in orwith exposure to Asian countries involves certain risks andconsiderations not typically associated with investing insecurities of U.S. issuers, including different financialreporting standards, currency exchange rate fluctuations,and highly regulated markets with the potential forgovernment interference. The economies of many Asiancountries are heavily dependent on international trade andon only a few industries or commodities and, as a result, canbe adversely affected by trade barriers, exchange controls

and other measures imposed or negotiated by the countrieswith which they trade. Some Asian securities may be lessliquid than U.S. or other foreign securities. See “China Risk”for additional details.







27








— Large-Capitalization Securities Risk – Returns oninvestments in securities of large companies could trail thereturns on investments in securities of smaller and medium-sized companies. Larger companies may be unable torespond as quickly as smaller and medium-sized companiesto competitive challenges or to changes in business, product,

financial, or other market conditions. Larger companies maynot be able to achieve or maintain growth at the high ratesthat may be achieved by well-managed smaller and medium-sized companies.






— Settlement Risk – The Fund may experience delays insettlement due to the different clearance and settlementprocedures in non-U.S. countries. Such delays may increasecredit risk to the Fund, limit the ability of the Fund to reinvestthe proceeds of a sale of securities, or prevent the Fund fromselling securities at times and prices it considers desirable.

— Small- and Medium-Capitalization Securities Risk – Securitiesof small- and medium-capitalization companies can be morevolatile due to various factors including more limited product



28


lines, financial and management resources and marketdistribution channels, as well as shorter operating historiesand potentially reduced liquidity, especially during marketdeclines, than the securities of larger, more establishedcompanies.

— Underlying Funds Risk – Investments in other pooledinvestment vehicles may indirectly expose the Fund to all ofthe risks applicable to an investment in such other pool. TheFund must pay its pro rata portion of the other pooledvehicle’s fees and expenses. If such pool is an ETF or otherproduct traded on a securities exchange or otherwiseactively traded, its shares may trade at a premium ordiscount to their net asset value, an effect that might bemore pronounced in less liquid markets. Further, theManager or an affiliate may serve as investment adviser tosome pooled vehicles in which the Fund invests, leading topotential conflicts of interest.







Average Annual Total Returns for Periods Ended December 31, 2020(1) 1 Year 5 Years 10 YearsInstitutional Class Returns Before Taxes 28.91% 17.16% 6.62%Institutional Class Returns After Taxes on Distributions 28.58% 16.27% 5.95%Institutional Class Returns After Taxes on Distributions and Sale of Fund Shares 17.43% 13.74% 5.10%Class K Returns Before Taxes 29.04% 17.26% 6.74%Comparative Index(reflects no deductions for fees, expenses, or taxes)MSCI Emerging Markets Index(2) 18.69% 13.20% 3.99%

(1) Performance for Class K and Institutional Class shares prior to theirdate of inception (April 28, 2017) is derived from the historicalperformance of Class 5 shares and, for both Class K andInstitutional Class, has been adjusted for the higher total annualoperating expenses incurred by Class K and Institutional Class.



Management


60.00%2011 2015 2016 2017 2018 20202019201420132012

40.00%

-40.00%

-20.00%

0.00%

20.00%

-20.38%

13.71%

3.77%0.03%

-8.52%

2.93%

52.95%

27.94% 28.91%

-14.98%


JOB: 21-19611-2 CYCLE#;BL#: 4; 0 TRIM: 8.50" x 11.00" AS: Chicago: 877-427-2185COLORS: PANTONE 2602 U, ~note-color 2, Black, 0 GRAPHICS: 19611-2_Emg_Mkt_C.eps V1.5

29



Service with theName Title FundBen Durrant Portfolio Manager 2021Mike Gush Portfolio Manager 2005Andrew Stobart Portfolio Manager 2007












30


Baillie Gifford Global Alpha Equities Fund

Investment ObjectiveBaillie Gifford Global Alpha Equities Fund seeks capitalappreciation.











Portfolio TurnoverThe Fund pays transaction costs, such as commissions, when itbuys and sells securities (or “turns over” its portfolio). A higherportfolio turnover rate may lead to higher transaction costs andmay result in higher taxes when Fund shares are held in ataxable account. These transaction costs, which are not reflectedin “Annual Fund Operating Expenses” or in the “Example ofExpenses” above, affect the Fund’s performance. During theFund’s most recent fiscal year, the Fund’s portfolio turnover ratewas 23% of the average value of its portfolio.

Principal Investment StrategiesThe Fund seeks to meet its objective by investing in a global,diversified portfolio of equities, which include common stock andother equity securities, of issuers located in countries ofdeveloped and emerging markets.

Under normal circumstances, the Fund invests at least 80% of itsnet assets (plus any borrowings for investment purposes) inequity securities. The Fund invests predominantly in a diversifiedportfolio of securities issued by companies located in countriesrepresented in the MSCI ACWI Index, cash and cash equivalents.The Fund invests in companies whose principal activities are inthe U.S., Canada, Latin America, Europe, Australasia, Africa, theMiddle East and/or the Far East. The Fund ordinarily invests insecurities of issuers located in at least three different countries.In addition, under normal circumstances, the Fund will invest atleast 40% of its total assets in securities of companies locatedoutside the U.S. when market conditions are favorable, but, whenmarket conditions are not favorable, the Fund will invest at least30% of its total assets in companies located outside the U.S. TheFund invests in equity securities either directly or indirectly, suchas through depositary receipts, and may invest in preferredstocks, convertible securities and warrants. The Fund typicallyinvests in issuers with a market capitalization of more than$4 billion at the time of purchase and may participate in initialpublic offerings (“IPOs”) and in securities offerings that are notregistered in the U.S.

The portfolio managers employ a bottom-up approach to stockselection and select companies without being constrained by theMSCI ACWI benchmark. The portfolio managers focus oncompany research and the long-term outlook of companies andindustries. Ideas can come from a wide variety of sources,including, but not limited to, research trips, company meetings,and relationships with industry thought leaders and academicinstitutions. Stock ideas are normally researched to assess arange of factors, including: long-term growth potential,geographic and industry positioning, competitive advantage,management, financial strength and valuation. The intendedoutcome is a diversified portfolio of between 70 and 120 growthcompanies with the potential to outperform the benchmark overthe long term. The process can result in significant exposure to asingle country or a small number of countries. The Fund aims tohold securities for long periods (typically 5 years), which resultsin relatively low portfolio turnover and is in line with the Fund’slong-term investment outlook.





31


The principal risks of investing in the Fund (in alphabetical orderafter the first four risks) are:






Additionally, many of the economies of countries in Asia areconsidered emerging market or frontier market economies.These Asian economies are often characterized by high

inflation, undeveloped financial service sectors, frequentcurrency fluctuations, devaluations, or restrictions, politicaland social instability, and less efficient markets. See“Emerging Markets Risk” for additional details regarding therisks of investing in such countries.





— Equity Securities Risk – Equity securities may react morestrongly to changes in an issuer’s financial condition orprospects than other securities of the same issuer. Investing



32


in equity securities indirectly, such as through participatorynotes or depositary receipts, may involve other risks such asthe risk that the counterparty may default or that theinvestment does not track the underlying security asexpected.





— Japan Risk – The Japanese economy has only recentlyemerged from a prolonged economic downturn. Since theyear 2000, Japan’s economic growth rate has remainedrelatively low, and it may remain low in the future. Japan’seconomy is characterized by an aging demographic,declining population, large government debt, and a highlyregulated labor market. In the longer term, Japan will have toaddress the effects of an aging population, including theimpact of a shrinking work force and higher welfare costs.Japan’s economic recovery has been affected by economicdistress resulting from a number of natural disasters,including disasters that caused damage to nuclear powerplants in the region. Such environmental catastrophes havecaused Japan’s financial markets to fluctuate dramatically.

Japan continues to be subject to the risk of natural disasters,such as earthquakes, volcanic eruptions, typhoons andtsunamis, which could negatively affect the Japaneseeconomy.









33








In the table below, after-tax returns are calculated using thehistorical highest individual federal marginal income tax rates anddo not reflect the impact of state and local taxes. After-taxreturns are shown for Institutional Class shares only, and

after-tax returns for other share classes will vary. Actual after-taxreturns depend on your tax situation and may differ from thoseshown. After-tax returns shown are not relevant if you are tax-exempt or if you hold your Fund shares through tax-advantagedarrangements. A description of the Fund’s comparative index anddetails regarding the calculation of the Fund’s class-by-classperformance are provided in the section of the Prospectusentitled “Additional Performance Information.”

Average Annual Total Since FundReturns for Periods Ended InceptionDecember 31, 2020(1) 1 Year 5 Years (11/15/2011)Institutional Class Returns Before Taxes 36.22% 18.19% 15.31%Institutional Class Returns After Taxes on Distributions 34.42% 15.96% 13.66%Institutional Class Returns After Taxes on Distributions and Sale of Fund Shares 22.75% 14.12% 12.26%Class K Returns Before Taxes 36.35% 18.24% 15.41%Comparative Index(reflects no deductions for fees, expenses, or taxes)MSCI ACWI Index(2) 16.82% 12.85% 11.42%

(1) Performance for Class K and Institutional Class shares prior to theirdate of inception (April 28, 2017) is derived from the historicalperformance of Class 3 shares and, for both Class K andInstitutional Class, has been adjusted for the higher total annualoperating expenses incurred by Class K and Institutional Class.



Management



Service with the Name Title FundSpencer Adair Portfolio Manager 2011Malcolm MacColl Portfolio Manager 2011Helen Xiong Portfolio Manager 2021


Other investors may purchase, exchange, or redeem shares onany day the New York Stock Exchange (“NYSE”) is open fortrading directly from the Fund’s transfer agent, Bank of New YorkMellon, by written request, as further described in the sections ofthe Prospectus entitled “Shares—How to Buy or Exchange

40.00%2012 2016 2017 2018 2019 2020201520142013

30.00%

20.00%

10.00%

-10.00%

0.00%

18.41%

28.36%

4.29%1.62%

4.79%

34.53%

-9.42%

32.56%36.22%


JOB: 21-19611-2 CYCLE#;BL#: 4; 0 TRIM: 8.50" x 11.00" AS: Chicago: 877-427-2185COLORS: PANTONE 2602 U, ~note-color 2, Black, 0 GRAPHICS: 19611-2_Gbl_Alpha_Eqty_C.eps V1.5

34


Shares” and “Shares—How to Sell Shares.” The initial andsubsequent investment minimums for the Fund shares are asfollows:










35


Baillie Gifford Global Stewardship Equities Fund

Investment ObjectiveBaillie Gifford Global Stewardship Equities Fund seeks capitalappreciation.








(c) Baillie Gifford Overseas Limited has contractually agreed to waiveits fees and/or bear Other Expenses of the Fund until April 30, 2022to the extent that such Fund’s Total Annual Operating Expenses(excluding taxes, sub-accounting expenses and extraordinaryexpenses) exceed 0.65% for Class K and Institutional Class shares.This contractual agreement may only be terminated by the Board ofTrustees of the Trust. Because this cap of 0.65% excludes sub-accounting expenses, Total Annual Fund Operating Expenses AfterFee Waiver and/or Expense Reimbursement for InstitutionalClass are expected to exceed the cap in the future.





Principal Investment StrategiesThe Fund seeks to meet its objective by investing in a globalportfolio of equity securities of issuers located in countries withdeveloped and with emerging markets. In seeking to meet itsinvestment objective, the Fund considers stewardship andenvironmental, social, and/or governance (“ESG”) factors.

Under normal circumstances, the Fund invests at least 80% of itsnet assets (plus any borrowings for investment purposes) inequity securities. The Fund invests in equity securities eitherdirectly or indirectly, such as through depositary receipts, andmay invest in preferred stocks, convertible securities andwarrants. The Fund invests predominantly in a diversifiedportfolio of securities issued by companies located in countriesrepresented in the MSCI ACWI Index, cash and cash equivalents.

In addition, under normal circumstances, the Fund will invest atleast 40% of its total assets in securities of companies locatedoutside the U.S. when market conditions are favorable, but, whenmarket conditions are not favorable, will invest at least 30% of itstotal assets in companies located outside the U.S. The Fund’sinvestment universe includes invest in issuers located inemerging markets.

Although the Fund retains the ability to invest in issuers of anymarket capitalization, the Fund typically invests primarily inissuers with a market capitalization of approximately $1.5 billionor more at the time of purchase. The Fund may participate ininitial public offerings (“IPOs”) and in securities offerings that arenot registered in the U.S.

The portfolio managers employ a bottom-up approach to stockselection and select companies without being constrained by theMSCI ACWI benchmark. The portfolio managers focus oncompany research and the long-term outlook of companies andindustries. Ideas can come from a wide variety of sources,including, but not limited to, research trips, company meetings,and relationships with industry thought leaders and academicinstitutions. Stock ideas are normally researched to assess arange of factors, including: long-term growth potential,geographic and industry positioning, competitive advantage,management, financial strength and valuation. The intendedoutcome is a diversified portfolio of between 70 and 90 growth

Toppan Merrill - Baillie Gifford Funds Baillie Gifford Funds Class Institutional-K Prospectus [Funds] 333-200831 06 | psorrel | 01-Jul-21 16:45 | 21-19611-2.be | Sequence: 1CHKSUM Content: 45936 Layout: 5634 Graphics: 0 CLEAN


36


companies with the potential to outperform the benchmark overthe long term. The process can result in significant exposure to asingle country or a small number of countries, which in recentperiods have included Japan and China. The Fund expects toinvest in Chinese companies, among other means, through ChinaA shares, which are common stocks and other equity securitiesthat are listed or traded on a Chinese stock exchange and whichare quoted in renminbi. The Fund aims to hold securities for longperiods (typically 5 years), which results in relatively low portfolioturnover and is in line with the Fund’s long-term investmentoutlook. Portfolio construction decisions are made by a single,central team, which consists of the individual portfolio managers,alongside members of the Manager’s dedicated Governance andSustainability team. The latter provides specialized input intoconsideration of stewardship and related ESG issues.

In selecting investments for the Fund, the portfolio managementteam conducts a stewardship analysis, which focuses on anumber of different aspects relating to the control, oversight andmanagement of a company. As long-term investors, the portfoliomanagement team takes particular interest in the following areasof a company’s business: (i) its capital structure, articles ofincorporation, and the country or countries of incorporation andlisting, (ii) the treatment and protection of minority shareholders,(iii) the support of and commitment to sustainable businesspractices, (vi) the alignment of interests between management,strategic shareholders and other investors; (v) the compositionand effectiveness of the Board of Directors, the quality andperformance of management, and the remuneration of keyemployees; and (vi) the corporate culture and approach tosustainable business, and the management of relationships withcustomers, employees, suppliers, regulators and the widercommunity. In incorporating stewardship in its investmentprocess, the portfolio management team also performs an ESGanalysis on companies considered for inclusion in the Fund’sportfolio. This analysis is supported by bespoke researchconducted by analysts from members of the Manager’sdedicated Governance and Sustainability team using a range ofdifferent information sources. The ESG analysis is reviewed bythe portfolio managers as part of the discussion of the broaderinvestment case for each current and potential portfolio holding.




— Investment Style Risk – Baillie Gifford Overseas Limited(the “Manager”) actively makes investment decisions for theFund through bottom-up stock selection. Accordingly, theFund will have risk characteristics that differ from its

benchmark index. The Manager’s judgments about theattractiveness, relative value, or potential appreciation of aparticular stock may prove to be incorrect and cause theFund to lose money or underperform compared to itsbenchmark index. There can be no assurance that theManager’s investment decisions will produce the desiredresults.



— Socially Responsible Investing Risk – The Fund’sincorporation of environmental, social and/or governanceconsiderations in its investment process may cause it tomake different investments than funds that have a similarinvestment universe and/or investment style but that do notincorporate such considerations in their strategy orinvestment processes. As a result, such Fund may foregoopportunities to buy certain securities when it mightotherwise be advantageous to do so, or sell securities whenit might be otherwise disadvantageous for it to do so.





37












— Japan Risk – The Japanese economy has only recentlyemerged from a prolonged economic downturn. Since theyear 2000, Japan’s economic growth rate has remainedrelatively low, and it may remain low in the future. Japan’seconomy is characterized by an aging demographic,declining population, large government debt, and a highlyregulated labor market. In the longer term, Japan will have toaddress the effects of an aging population, including theimpact of a shrinking work force and higher welfare costs.Japan’s economic recovery has been affected by economicdistress resulting from a number of natural disasters,including disasters that caused damage to nuclear power



38


plants in the region. Such environmental catastrophes havecaused Japan’s financial markets to fluctuate dramatically.Japan continues to be subject to the risk of natural disasters,such as earthquakes, volcanic eruptions, typhoons andtsunamis, which could negatively affect the Japaneseeconomy.






— Service Provider Risk – The Fund will be affected by theManager’s investment techniques, analyses, assessmentsand employee retention. Similarly, adverse events or

performance failures at a service provider, such as humanerror, inadequate controls or insolvency, have the ability toadversely affect the Fund.







80.00%2018 2019 2020

60.00%

40.00%

20.00%

-20.00%

0.00%

-9.43%

29.37%

75.39%


JOB: 21-19611-2 CYCLE#;BL#: 4; 0 TRIM: 8.50" x 11.00" AS: Chicago: 877-427-2185COLORS: PANTONE 2602 U, ~note-color 2, Black, 0 GRAPHICS: 19611-2_Gbl_Stew_Eqty_C.eps V1.5

39



Since Fund Average Annual Total Returns for Inception Periods Ended December 31, 2020 1 Year (12/14/2017)Institutional Class Returns Before Taxes 75.39% 27.30%Institutional Class Returns After Taxes on Distributions 73.90% 26.70%Institutional Class Returns After Taxes on Distributions and Sale of Fund Shares 45.70% 21.78%Class K Returns Before Taxes 75.39% 27.30%Comparative Index(reflects no deductions for fees, expenses, or taxes)MSCI ACWI Index(1) 16.82% 11.03%



Management



Service with the Name Title FundJosie Bentley Portfolio Manager 2020Matthew Brett Portfolio Manager 2017Mike Gush Portfolio Manager 2017Iain McCombie Portfolio Manager 2017Gary Robinson Portfolio Manager 2017Zaki Sabir Portfolio Manager 2017


Other investors may purchase, exchange, or redeem shares onany day the New York Stock Exchange (“NYSE”) is open fortrading directly from the Fund’s transfer agent, Bank of New YorkMellon, by written request, as further described in the sections ofthe Prospectus entitled “Shares—How to Buy or ExchangeShares” and “Shares—How to Sell Shares.” The initial and

subsequent investment minimums for the Fund shares are asfollows:





The Manager and Baillie Gifford Funds Services LLC (“BGFS”),the Fund’s distributor, each reserves the right to waive anyminimum in their sole discretion, and to reject any purchase orexchange order for any reason. Additional information regardingrestrictions on purchasing or exchanging shares is provided inthe section of the Prospectus entitled “Shares – Restrictions onBuying or Exchanging Shares.”





40


Baillie Gifford International Alpha Fund

Investment ObjectiveBaillie Gifford International Alpha Fund seeks capitalappreciation.












Principal Investment StrategiesThe Fund seeks to meet its objective by investing in aninternational portfolio of equities, which include common stockand other equity securities, of issuers located in countries ofdeveloped and emerging markets.

Under normal circumstances, the Fund invests at least 80% of itsnet assets (plus any borrowings for investment purposes) incommon stocks and other equity securities. The Fund investspredominantly in securities issued by companies located incountries represented in the MSCI ACWI (ex U.S.) Index, whichincludes issuers from a range of developed and emerging marketcountries. The Fund ordinarily invests in securities of issuerslocated in at least three countries outside the U.S. The Fundinvests in equity securities either directly or indirectly, such asthrough depositary receipts, and may invest in preferred stocks,convertible securities and warrants. The Fund is not constrainedwith respect to market capitalization and may participate in initialpublic offerings (“IPOs”) and in securities offerings that are notregistered in the U.S.

The portfolio managers employ a bottom-up approach to stockselection and principally select companies without beingconstrained by the MSCI ACWI (ex U.S.) benchmark. Theportfolio managers focus on company research and the long-term outlook of companies and industries. Ideas can come froma wide variety of sources, including, but not limited to, researchtrips, company meetings, and relationships with industry thoughtleaders and academic institutions. Stock ideas are normallyresearched to assess a range of factors, including: long-termgrowth potential, geographic and industry positioning, competitiveadvantage, management, financial strength and valuation. Theintended outcome is a diversified portfolio of between 70 and110 growth companies with the potential to outperform thebenchmark over the long term. The process can result insignificant exposure to a single country or a small number ofcountries, which in recent periods have included Japan andChina. The Fund expects to invest in Chinese companies, amongother means, through China A shares, which are common stocksand other equity securities that are listed or traded on a Chinesestock exchange and which are quoted in renminbi. The Fundaims to hold securities for long periods (typically 5 years), whichresults in relatively low portfolio turnover and is in line with theFund’s long-term investment outlook.




— Investment Style Risk – Baillie Gifford Overseas Limited(the “Manager”) actively makes investment decisions for the



41


Fund through bottom-up stock selection. Accordingly, theFund will have risk characteristics that differ from itsbenchmark index. The Manager’s judgments about theattractiveness, relative value, or potential appreciation of aparticular stock may prove to be incorrect and cause theFund to lose money or underperform compared to itsbenchmark index. There can be no assurance that theManager’s investment decisions will produce the desiredresults.





Additionally, many of the economies of countries in Asia areconsidered emerging market or frontier market economies.These Asian economies are often characterized by highinflation, undeveloped financial service sectors, frequentcurrency fluctuations, devaluations, or restrictions, politicaland social instability, and less efficient markets. See

“Emerging Markets Risk” for additional details regarding therisks of investing in such countries.





— Equity Securities Risk – Equity securities may react morestrongly to changes in an issuer’s financial condition orprospects than other securities of the same issuer. Investingin equity securities indirectly, such as through participatorynotes or depositary receipts, may involve other risks such asthe risk that the counterparty may default or that the



42


investment does not track the underlying security asexpected.






— Japan Risk – The Japanese economy has only recentlyemerged from a prolonged economic downturn. Since theyear 2000, Japan’s economic growth rate has remainedrelatively low, and it may remain low in the future. Japan’seconomy is characterized by an aging demographic,

declining population, large government debt, and a highlyregulated labor market. In the longer term, Japan will have toaddress the effects of an aging population, including theimpact of a shrinking work force and higher welfare costs.Japan’s economic recovery has been affected by economicdistress resulting from a number of natural disasters,including disasters that caused damage to nuclear powerplants in the region. Such environmental catastrophes havecaused Japan’s financial markets to fluctuate dramatically.Japan continues to be subject to the risk of natural disasters,such as earthquakes, volcanic eruptions, typhoons andtsunamis, which could negatively affect the Japaneseeconomy.








43










Average Annual Total Returns for Periods Ended December 31, 2020(1) 1 Year 5 Years 10 YearsInstitutional Class Returns Before Taxes 26.29% 14.53% 8.76%Institutional Class Returns After Taxes on Distributions 25.71% 13.46% 7.88%Institutional Class Returns After Taxes on Distributions and Sale of Fund Shares 16.15% 11.53% 6.88%Class K Returns Before Taxes 26.40% 14.63% 8.89%Comparative Index(reflects no deductions for fees, expenses, or taxes)MSCI ACWI (ex U.S.) Index(2) 11.13% 9.43% 5.40%




Management



Service with the Name Title FundDonald Farquharson Portfolio Manager 2014Angus Franklin Portfolio Manager 2006Toby Ross Portfolio Manager 2018Andrew Stobart Portfolio Manager 2008Jenny Davis Portfolio Manager 2016Tom Walsh Portfolio Manager 2018


40.00%2011 2015 2016 2017 2018 20202019201420132012

30.00%

-20.00%

-10.00%

0.00%

10.00%

20.00%

-12.09%

22.27%

15.11%

-3.09% -2.04%

5.08%

34.92%

-16.68%

32.11%

26.29%


JOB: 21-19611-2 CYCLE#;BL#: 4; 0 TRIM: 8.50" x 11.00" AS: Chicago: 877-427-2185COLORS: PANTONE 2602 U, ~note-color 2, Black, 0 GRAPHICS: 19611-2_Int_Alp_C.eps V1.5

44












45


Baillie Gifford International Concentrated Growth EquitiesFund

Investment ObjectiveBaillie Gifford International Concentrated Growth Equities Fundseeks capital appreciation.





Class K Institutional ClassManagement Fees(a) 0.57% 0.57%Distribution (12b-1) Fees None NoneOther Expenses 0.22% 0.30%Total Annual Fund Operating Expenses 0.79% 0.87%Fee Waiver and/or Expense Reimbursement(b) (0.07)% (0.07)%Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement(b) 0.72% 0.80%


(b) Baillie Gifford Overseas Limited has contractually agreed to waiveits fees and/or bear Other Expenses of the Fund until April 30, 2022to the extent that such Fund’s Total Annual Operating Expenses(excluding taxes, sub-accounting expenses and extraordinaryexpenses) exceed 0.72% for Class K and Institutional Class shares.This contractual agreement may only be terminated by the Board ofTrustees of the Trust. Expenses after waiver/reimbursementexceed 0.72% for Institutional Class due to sub-accountingexpenses of 0.08%.



Class K Institutional Class1 Year $74 $823 Years $245 $2715 Years $432 $47510 Years $971 $1,066


Principal Investment StrategiesThe Fund seeks to meet its objective by investing in aninternational portfolio of common stocks and other equitysecurities of issuers located in countries of developed andemerging markets.

Under normal circumstances, the Fund invests at least 80% of itsnet assets (plus any borrowings for investment purposes) inequity securities. The Fund may invest up to 20% of its netassets in common stocks and other equities of companieslocated in the U.S. The Fund invests in equity securities eitherdirectly or indirectly, such as through depositary receipts, andmay invest in preferred stocks, convertible securities andwarrants. The Fund is not constrained with respect to marketcapitalization and may participate in initial public offerings(“IPOs”) and in securities offerings that are not registered in theU.S.

The portfolio managers employ a bottom-up approach to stockselection and principally select companies without beingconstrained by the MSCI ACWI (ex U.S.) benchmark. Theportfolio managers focus on company research and the long-term outlook of companies and industries. Ideas can come froma wide variety of sources, including, but not limited to, researchtrips, company meetings, and relationships with industry thoughtleaders and academic institutions. Stock ideas are normallyresearched to assess a range of factors, including: long-termgrowth potential, geographic and industry positioning, competitiveadvantage, management, financial strength and valuation. Theintended outcome is a portfolio of between 20 and 35 growthcompanies with the potential to outperform the benchmark overthe long term. The process can result in significant exposure to asingle country or a small number of countries, which in recentperiods have included Japan and China. The Fund expects tohave considerable exposure to Chinese companies, includingthrough China A shares, which are common stocks and otherequity securities that are listed or traded on a Chinese stockexchange and which are quoted in renminbi. The Fund is a non-diversified fund, which means that it may invest a relatively largepercentage of its assets in a small number of issuers, industries,or sectors. The Fund aims to hold securities for long periods(typically 5-10 years), which results in relatively low portfolio



46


turnover and is in line with the Fund’s long-term investmentoutlook.








— Non-Diversification Risk – The Fund is classified as a “non-diversified” fund. Because the Fund may invest a relatively

large percentage of its assets in a single issuer or smallnumber of issuers, its performance could be closely tied tothe value of that one issuer or those few issuers, and couldbe more volatile than the performance of diversified funds.




— Conflicts of Interest Risk – The Manager’s relationships withthe Fund’s institutional investor base may give rise to variousconflicts of interest, since the Manager will sometimes havean incentive to favor those shareholders over othershareholders in the Fund. In addition, the Manager serves asinvestment adviser to various clients other than the Fund,some of whom may pursue strategies that are substantiallysimilar or nearly identical to investment strategies pursuedby the Fund. This “side-by-side” management may give riseto various conflicts of interest, including, for example, inconnection with the fair allocation of trades among theManager’s clients or the sharing of different, more, or moretimely information regarding investment performance,portfolio holdings, strategy developments and/or the



47


Manager’s general market outlook. Furthermore, ifinvestment personnel of the Manager hold board or otherpositions at outside companies, they could be exposed tomaterial non-public information potentially impeding ordelaying a Fund’s ability to buy or sell certain investments, orthey could otherwise be restricted in their ability toparticipate in a Fund’s investment process.






— Government and Regulatory Risk – Governmental andregulatory authorities in the United States and othercountries, have taken, and may in the future take, actionsintervening in the markets in which the Fund invests and inthe economy more generally. Governmental and regulatoryauthorities may also act to increase the scope or burden ofregulations applicable to the Fund or to the companies inwhich the Fund invests. The effects of these actions on themarkets generally, and Fund’s investment program inparticular, can be uncertain and could restrict the ability ofthe Fund to fully implement its investment strategies, eithergenerally, or with respect to certain securities, industries, orcountries. By contrast, markets in some non-U.S. countrieshistorically have been subject to little regulation or oversightby governmental or regulatory authorities, which couldheighten the risk of loss due to fraud or market failures in

those countries. Governments, agencies, or other regulatorybodies in any country may adopt or change laws orregulations that could adversely affect the Fund or themarket value of an instrument held by the Fund.








48








— Valuation Risk – In certain circumstances, some of theFund’s portfolio holdings may be valued on the basis offactors other than market quotations by employing the fairvalue procedures adopted by the Board of Trustees of theTrust (the “Board”). This may occur more often in times ofmarket turmoil or reduced liquidity. Portfolio holdings that arevalued using techniques other than market quotations,including “fair valued” securities, may be subject to greaterfluctuation in their valuations from one day to the next than ifmarket quotations were used. There is no assurance that theFund could sell or close out a portfolio position for the valueestablished for it at any time, and it is possible that the Fund

would incur a loss because a portfolio position is sold orclosed out at a discount to the valuation established by theFund at that time.





Since Fund Average Annual Total Returns for Inception Periods Ended December 31, 2020 1 Year (12/14/2017)Institutional Class Returns Before Taxes 97.09% 35.04%Institutional Class Returns After Taxes on Distributions 71.53% 29.04%Institutional Class Returns After Taxes on Distributions and Sale of Fund Shares 72.46% 27.88%Class K Returns Before Taxes 97.24% 35.26%Comparative Index(reflects no deductions for fees, expenses, or taxes)MSCI ACWI (ex U.S.) Index(1) 11.13% 6.10%


120.00%

100.00%

2018 2019 2020

80.00%

60.00%

40.00%

20.00%

-20.00%

0.00%

-13.23%

45.32%

97.09%


JOB: 21-19611-2 CYCLE#;BL#: 4; 0 TRIM: 8.50" x 11.00" AS: Chicago: 877-427-2185COLORS: PANTONE 2602 U, ~note-color 2, Black, 0 GRAPHICS: 19611-2_Int_Con_Grow_C.eps V1.5

49



Management



Service with the Name Title FundJames Anderson Portfolio Manager 2017Lawrence Burns Portfolio Manager 2017Paulina Sliwinska Portfolio Manager 2017









Payments to Broker-Dealers and Other FinancialIntermediariesIf you purchase Fund shares through a broker-dealer or otherfinancial intermediary, the Fund and its related companies maypay the intermediary for services the intermediary provides toFund shareholders. These payments are not primarily intended toresult in the sale of Fund shares. These payments may create aconflict of interest by influencing the broker-dealer or otherintermediary and your salesperson to recommend the Fund over

another investment. In addition to the fees and expensesdescribed in the “Fees and Expenses” section above, yourbroker-dealer or financial intermediary may charge commissionsor other fees on purchases and sales of the Class K orInstitutional Class shares of the Fund. Ask your salesperson orvisit your financial intermediary’s web site for more information.



50


Baillie Gifford International Growth Fund

Investment ObjectiveBaillie Gifford International Growth Fund seeks capitalappreciation.












Principal Investment StrategiesThe Fund seeks to meet its objective by investing in a diversified,international portfolio of common stocks and other equitysecurities of issuers located in countries of developed andemerging markets.

The Fund invests predominantly in securities issued bycompanies located in countries outside the U.S., including arange of developed and emerging market countries. The Fundmay, however, invest up to 10% of its net assets in commonstocks and other equities of companies located in the U.S. Undernormal circumstances, the Fund invests in securities of issuerslocated in at least three countries outside the U.S. and typicallymaintains substantial exposure to emerging markets. The Fundinvests in equity securities either directly or indirectly, such asthrough depositary receipts, and may invest in preferred stocks,convertible securities and warrants. The Fund is not constrainedwith respect to market capitalization and may participate in initialpublic offerings (“IPOs”) and in securities offerings that are notregistered in the U.S. In selecting companies for investment, theportfolio managers generally consider issuers in both developedand emerging markets.

The portfolio managers employ a bottom-up approach to stockselection and select companies without being constrained by abenchmark. The portfolio managers focus on company researchand the long-term outlook of companies and industries. Ideascan come from a wide variety of sources, including, but notlimited to, research trips, company meetings, and relationshipswith industry thought leaders and academic institutions. Stockideas are normally researched to assess a range of factors,including: long-term growth potential, geographic and industrypositioning, competitive advantage, management, financialstrength and valuation. The intended outcome is a diversifiedportfolio of between 50 and 60 growth companies with thepotential to outperform the benchmark over the long term. Theprocess can result in significant exposure to a single country or asmall number of countries, which in recent periods have includedJapan and China. The Fund expects to have considerableexposure to Chinese companies, including through China Ashares, which are common stocks and other equity securities thatare listed or traded on a Chinese stock exchange and which arequoted in renminbi. The Fund aims to hold securities for longperiods (typically 5 years), which results in relatively low portfolioturnover and is in line with the Fund’s long-term investmentoutlook. Because the Fund aims to hold securities for longperiods, the Fund does not expect to actively reduce its holdingsof shares of particular issuers (other than in response topurchase and redemption requests) even if market movementscause the Fund to operate as a non-diversified company for anextended period of time.


Principal RisksThe Fund’s net asset value and returns will be impacted by theperformance of the underlying investments of the Fund. Aninvestment in the Fund is not a deposit in a bank and is not

Toppan Merrill - Baillie Gifford Funds Baillie Gifford Funds Class Institutional-K Prospectus [Funds] 333-200831 06 | psorrel | 01-Jul-21 16:45 | 21-19611-2.bg | Sequence: 1CHKSUM Content: 29963 Layout: 12808 Graphics: 0 CLEAN


51


insured or guaranteed by the Federal Deposit InsuranceCorporation or any other government agency. You could losemoney by investing in the Fund.














52




— Geographic Focus Risk – The Fund expects to focus itsinvestments in a limited number of countries or geographicregions, and as a result may not offer the same level ofdiversification of risks as a more broadly global fund becausethe Fund will be exposed to a smaller geographic area. Theperformance of a fund that is less diversified across countriesor geographic regions will be closely tied to market, currency,economic, political, environmental, or regulatory conditionsand developments in the countries or regions in which thefund invests, and may be more volatile than the performanceof a more geographically-diversified portfolio.




— Japan Risk – The Japanese economy has only recentlyemerged from a prolonged economic downturn. Since the

year 2000, Japan’s economic growth rate has remainedrelatively low, and it may remain low in the future. Japan’seconomy is characterized by an aging demographic,declining population, large government debt, and a highlyregulated labor market. In the longer term, Japan will have toaddress the effects of an aging population, including theimpact of a shrinking work force and higher welfare costs.Japan’s economic recovery has been affected by economicdistress resulting from a number of natural disasters,including disasters that caused damage to nuclear powerplants in the region. Such environmental catastrophes havecaused Japan’s financial markets to fluctuate dramatically.Japan continues to be subject to the risk of natural disasters,such as earthquakes, volcanic eruptions, typhoons andtsunamis, which could negatively affect the Japaneseeconomy.





— Service Provider Risk – The Fund will be affected by theManager’s investment techniques, analyses, assessmentsand employee retention. Similarly, adverse events orperformance failures at a service provider, such as human



53


error, inadequate controls or insolvency, have the ability toadversely affect the Fund.




PerformanceThe bar chart and table below provide some indication of therisks of investing in the Fund by showing changes in the Fund’sannual total returns from year to year and by comparing theFund’s average annual total returns with those of the Fund’sbenchmarks. Past performance (before and after taxes) is not anindication of future performance.



(1) Performance for Institutional Class shares prior to their date ofinception (April 28, 2017) is derived from the historical performance

of Class 2 shares, which are not offered under this Prospectus andare currently closed to new investors. The historical Class 2performance has been adjusted for the higher total annualoperating expenses incurred by Institutional Class.

In the table below, after-tax returns are calculated using thehistorical highest individual federal marginal income tax rates anddo not reflect the impact of state and local taxes. After-taxreturns are shown for Institutional Class shares only, and after-tax returns for other share classes will vary. Actual after-taxreturns depend on your tax situation and may differ from thoseshown. After-tax returns shown are not relevant if you are tax-exempt or if you hold your Fund shares through tax-advantagedarrangements. The table compares the Fund’s returns to twobroad-based securities market indices that the Fund believesprovide appropriate market benchmarks for the Fund’sperformance. A description of the Fund’s comparative indicesand details regarding the calculation of the Fund’s class-by-classperformance are provided in the section of the Prospectusentitled “Additional Performance Information.”

Average Annual Total Returns for Periods Ended December 31, 2020(1) 1 Year 5 Years 10 YearsInstitutional Class Returns Before Taxes 62.84% 22.24% 12.67%Institutional Class Returns After Taxes on Distributions 59.22% 20.73% 11.58%Institutional Class Returns After Taxes on Distributions and Sale of Fund Shares 39.77% 17.90% 10.19%Class K Returns Before Taxes 62.95% 22.34% 12.80%Comparative Index(reflects no deductions for fees, expenses, or taxes)MSCI ACWI (ex U.S.) Index(2) 11.13% 9.43% 5.40%MSCI EAFE Index(2) 8.28% 7.96% 6.00%




Management


80.00%

60.00%

2011 2015 2016 2017 2018 20202019201420132012

40.00%

-40.00%

-20.00%

0.00%

20.00%

-11.87%

18.57%

28.58%

-7.12%-3.22%

1.19%

46.00%

-17.34%

37.25%

62.84%


JOB: 21-19611-2 CYCLE#;BL#: 4; 0 TRIM: 8.50" x 11.00" AS: Chicago: 877-427-2185COLORS: PANTONE 2602 U, ~note-color 2, Black, 0 GRAPHICS: 19611-2_Int_Grow_C.eps V1.5

54



Service with the Name Title FundJames Anderson Portfolio Manager 2008Julia Angeles Portfolio Manager 2017Lawrence Burns Portfolio Manager 2012Thomas Coutts Portfolio Manager 2008Brian Lum Portfolio Manager 2015












55


Baillie Gifford International Smaller Companies Fund

Investment ObjectiveBaillie Gifford International Smaller Companies Fund seekscapital appreciation.








(c) Baillie Gifford Overseas Limited has contractually agreed to waiveits fees and/or bear Other Expenses of the Fund until April 30, 2022to the extent that the Fund’s Total Annual Fund OperatingExpenses (excluding taxes, sub-accounting expenses andextraordinary expenses) exceed 0.90% for Class K and InstitutionalClass shares. This contractual agreement may only be terminatedby the Board of Trustees of the Trust. Because this cap of 0.90%excludes sub-accounting expenses, Total Annual Fund OperatingExpenses After Fee Waiver and or Expense Reimbursement forInstitutional Class are expected to exceed the cap in the future.





Principal Investment StrategiesThe Fund seeks to meet its objective by investing in aninternational portfolio of common stocks of smaller companieslocated in countries of developed and emerging markets.

When selecting companies for initial inclusion in the Fund’sportfolio, the Fund seeks to invest in companies with a marketcapitalization in the region of $2 billion or lower. The Fund maycontinue to hold, and may increase its investment in, portfoliocompanies whose market capitalization subsequently increases.The Fund typically will not seek to increase the percentage of itsportfolio invested in any company whose market capitalization isin excess of $5 billion. However, in cases where the marketcapitalization of a portfolio company has increased above$5 billion, the Fund may continue to purchase additional sharesof that company so long as the percentage of the Fund’sportfolio represented by that company will be the same as orlower than it was before the company’s market capitalizationincreased above $5 billion. The Fund expects over time to have asubstantial portion of its portfolio invested in companies with amarket capitalization in excess of $2 billion. However, undernormal circumstances, the Fund invests at least 80% of its netassets (plus any borrowings for investment purposes) insecurities of smaller companies. The Manager currently definesa “smaller company” as a company with a market capitalizationthat does not exceed $10 billion.

In addition, under normal circumstances, the Fund will investprimarily in companies located outside the U.S. The Fundordinarily invests in securities of issuers located in at least threecountries outside the U.S., although the Fund may focus itsinvestments in a small number of countries or regions. The Fundinvests in equity securities either directly or indirectly, such asthrough depositary receipts, and may invest in preferred stocks,convertible securities and warrants. The Fund may participate ininitial public offerings (“IPOs”) and in securities offerings that arenot registered in the U.S. In some emerging markets, the Fundmay invest in companies that qualify as smaller companies butstill are among the largest in that market.



56


The portfolio managers employ a bottom-up approach to stockselection and principally select companies without beingconstrained by the Fund’s benchmark, the MSCI ACWI ex-USASmall Cap Index. The portfolio managers focus on companyresearch and the long-term outlook of companies. Ideas cancome from a wide variety of sources, including, but not limited to,research trips, company meetings, and relationships with industrythought leaders and academic institutions. Stock ideas arenormally researched to assess a range of factors, including:long-term growth potential, geographic and industry positioning,competitive advantage, management, financial strength andvaluation. The intended outcome is a diversified portfolio ofbetween 75 and 175 growth companies with the potential tooutperform the benchmark over the long term. The process canresult in significant exposure to a single country or a smallnumber of countries, which in recent periods has included Japan.The Fund aims to hold securities for long periods (typically5 years), which results in relatively low portfolio turnover and is inline with the Fund’s long-term investment outlook.






— Long-Term Investment Strategy Risk – The Fund pursues along-term investment approach, typically seeking returnsover a period of several years. This investment style maycause the Fund to lose money or underperform compared toits benchmark index or other mutual funds over extended

periods of time, and the Fund may not perform as expectedin the long term. An investment in the Fund may be moresuitable for long-term investors who can bear the risk ofshort- or medium-term fluctuations in the value of the Fund’sportfolio.

— Asia Risk – Investing in securities of companies located in orwith exposure to Asian countries involves certain risks andconsiderations not typically associated with investing insecurities of U.S. issuers, including different financialreporting standards, currency exchange rate fluctuations,and highly regulated markets with the potential forgovernment interference. The economies of many Asiancountries are heavily dependent on international trade andon only a few industries or commodities and, as a result, canbe adversely affected by trade barriers, exchange controlsand other measures imposed or negotiated by the countrieswith which they trade. Some Asian securities may be lessliquid than U.S. or other foreign securities. See “Japan Risk”for additional details regarding the risks of investing in thatcountry.




— Conflicts of Interest Risk – The Manager’s relationships withthe Fund’s institutional investor base may give rise to variousconflicts of interest, since the Manager will sometimes havean incentive to favor those shareholders over othershareholders in the Fund. In addition, the Manager serves asinvestment adviser to various clients other than the Fund,some of whom may pursue strategies that are substantiallysimilar or nearly identical to investment strategies pursuedby the Fund. This “side-by-side” management may give riseto various conflicts of interest, including, for example, inconnection with the fair allocation of trades among theManager’s clients or the sharing of different, more, or moretimely information regarding investment performance,



57


portfolio holdings, strategy developments and/or theManager’s general market outlook. Furthermore, ifinvestment personnel of the Manager hold board or otherpositions at outside companies, they could be exposed tomaterial non-public information potentially impeding ordelaying a Fund’s ability to buy or sell certain investments, orthey could otherwise be restricted in their ability toparticipate in a Fund’s investment process.






— Government and Regulatory Risk – Governmental andregulatory authorities in the United States and othercountries, have taken, and may in the future take, actionsintervening in the markets in which the Fund invests and inthe economy more generally. Governmental and regulatoryauthorities may also act to increase the scope or burden ofregulations applicable to the Fund or to the companies inwhich the Fund invests. The effects of these actions on themarkets generally, and Fund’s investment program inparticular, can be uncertain and could restrict the ability ofthe Fund to fully implement its investment strategies, eithergenerally, or with respect to certain securities, industries, orcountries. By contrast, markets in some non-U.S. countrieshistorically have been subject to little regulation or oversight

by governmental or regulatory authorities, which couldheighten the risk of loss due to fraud or market failures inthose countries. Governments, agencies, or other regulatorybodies in any country may adopt or change laws orregulations that could adversely affect the Fund or themarket value of an instrument held by the Fund.





— Market Disruption and Geopolitical Risk – The value of theFund’s investments could be adversely affected by eventsthat disrupt securities markets and adversely affect globalmarkets such as war, terrorism, public health crises, andgeopolitical events and by changes in non-U.S. and U.S.economic and political conditions. As a result of theseevents, the Fund could lose money, experience significant



58


redemptions, encounter operational difficulties, and sufferother negative impacts.










Since Fund Average Annual Total Returns for Inception Periods Ended December 31, 2020 1 Year (12/19/2018)Institutional Class Returns Before Taxes 48.61% 36.12%Institutional Class Returns After Taxes on Distributions 47.08% 34.89%Institutional Class Returns After Taxes on Distributions and Sale of Fund Shares 29.85% 28.20%Class K Returns Before Taxes 48.61% 36.12%Comparative Index(reflects no deductions for fees, expenses, or taxes)MSCI ACWI ex-USA Small Cap Index(1) 14.67% 18.11%


Management


60.00%

48.61%

26.58%

20202019

40.00%

20.00%

0.00%


JOB: 21-19611-2 CYCLE#;BL#: 4; 0 TRIM: 8.50" x 11.00" AS: Chicago: 877-427-2185COLORS: PANTONE 2602 U, ~note-color 2, Black, 0 GRAPHICS: 19611-2_Int_smaller_C.eps V1.5

59



Service with the Name Title FundCharlie Broughton Portfolio Manager 2021Praveen Kumar Portfolio Manager 2018Brian Lum Portfolio Manager 2018Milena Mileva Portfolio Manager 2018Steve Vaughan Portfolio Manager 2018












60


Baillie Gifford Japan Growth Fund

Investment ObjectiveBaillie Gifford Japan Growth Fund seeks capital appreciation.








(c) Baillie Gifford Overseas Limited has contractually agreed to waiveits fees and/or bear Other Expenses of the Fund until April 30, 2022to the extent that the Fund’s Total Annual Fund OperatingExpenses (excluding taxes, sub-accounting expenses andextraordinary expenses) exceed 0.75% for Class K and InstitutionalClass shares. This contractual agreement may only be terminatedby the Board of Trustees of the Trust. Expenses afterwaiver/reimbursement exceed 0.75% for Institutional Class due toestimated sub-accounting expenses of 0.15%.





Principal Investment StrategiesThe Fund will seek to meet its objective by investing in a portfolioof common stocks and other equity securities of issuers locatedin Japan. Under normal circumstances, the Fund will invest atleast 80% of its net assets (plus any borrowings for investmentpurposes) in equity securities of companies located in Japan.The Fund will invest in equity securities either directly orindirectly, such as through depositary receipts, and may invest inpreferred stocks, convertible securities and warrants. The Fund isnot constrained with respect to market capitalization and mayparticipate in initial public offerings (“IPOs”) and in securitiesofferings that are not registered in the U.S.

The portfolio managers employ a bottom-up approach to stockselection and will principally select companies without beingconstrained by the Tokyo Stock Price Index (“TOPIX”), theFund’s underlying benchmark. The portfolio managers focus oncompany research and the long-term outlook of companies andindustries. Ideas can come from a wide variety of sources,including, but not limited to, research trips, company meetings,and relationships with industry thought leaders and academicinstitutions. Stock ideas are normally researched to assess arange of factors, including: long-term growth potential,geographic and industry positioning, competitive advantage,management, financial strength and valuation. The intendedoutcome is a diversified portfolio of between 35 and 55 growthcompanies with the potential to outperform the benchmark overthe long-term. The Fund aims to hold securities for long periods(typically 5 years), which is expected to result in relatively lowportfolio turnover and be in line with the Fund’s long-terminvestment outlook.


Principal RisksThe Fund’s net asset value and returns will be impacted by theperformance of the underlying investments of the Fund. Aninvestment in the Fund is not a deposit in a bank and is notinsured or guaranteed by the Federal Deposit Insurance



61


Corporation or any other government agency. You could losemoney by investing in the Fund.






— Geographic Focus Risk – The Fund expects to focus itsinvestments in a limited number of countries or geographicregions, and as a result may not offer the same level ofdiversification of risks as a more broadly global fundbecause the Fund will be exposed to a smaller geographicarea. The performance of a fund that is less diversifiedacross countries or geographic regions will be closely tied to

market, currency, economic, political, environmental, orregulatory conditions and developments in the countries orregions in which the fund invests, and may be more volatilethan the performance of a more geographically-diversifiedportfolio.





— Government and Regulatory Risk – Governmental andregulatory authorities in the United States and othercountries, have taken, and may in the future take, actionsintervening in the markets in which the Fund invests and inthe economy more generally. Governmental and regulatoryauthorities may also act to increase the scope or burden ofregulations applicable to the Fund or to the companies inwhich the Fund invests. The effects of these actions on themarkets generally, and Fund’s investment program inparticular, can be uncertain and could restrict the ability ofthe Fund to fully implement its investment strategies, eithergenerally, or with respect to certain securities, industries, orcountries. By contrast, markets in some non-U.S. countries



62


historically have been subject to little regulation or oversightby governmental or regulatory authorities, which couldheighten the risk of loss due to fraud or market failures inthose countries. Governments, agencies, or other regulatorybodies in any country may adopt or change laws orregulations that could adversely affect the Fund or themarket value of an instrument held by the Fund.






— Market Risk – The value of the Fund’s investments will beaffected by fluctuations in the stock markets in which theFund is invested, factors affecting a particular industry orindustries, real or perceived adverse economic conditions,changes in interest or currency rates or adverse investor

sentiment generally. Declines in securities market prices mayreduce the net asset value of the Fund’s shares.









63



Management



Service with the Name Title FundDonald Farquharson Portfolio Manager 2020Tolibjon Tursunov Portfolio Manager 2020









Payments to Broker-Dealers and Other FinancialIntermediariesIf you purchase Fund shares through a broker-dealer or otherfinancial intermediary, the Fund and its related companies maypay the intermediary for services the intermediary provides to

Fund shareholders. These payments are not primarily intended toresult in the sale of Fund shares. These payments may create aconflict of interest by influencing the broker-dealer or otherintermediary and your salesperson to recommend the Fund overanother investment. In addition to the fees and expensesdescribed in the “Fees and Expenses” section above, yourbroker-dealer or financial intermediary may charge commissionsor other fees on purchases and sales of the Class K orInstitutional Class shares of the Fund. Ask your salesperson orvisit your financial intermediary’s web site for more information.



64


Baillie Gifford Long Term Global Growth Fund

Investment ObjectiveBaillie Gifford Long Term Global Growth Fund seeks to providelong-term capital appreciation.












Principal Investment StrategiesThe Fund seeks to meet its objective by investing in a portfolio ofglobal equity securities, which include common stock and otherequity securities, without reference to benchmark constraints.

Under normal circumstances, the Fund invests at least 80% of itsnet assets (plus any borrowings for investment purposes) inequity securities. While the portfolio managers are notconstrained by geographic limitations, the Fund ordinarily investsin securities of issuers located in at least six different countries.In addition, under normal circumstances, the Fund will invest atleast 40% of its total assets in securities of companies locatedoutside the U.S. when market conditions are favorable, but, whenmarket conditions are not favorable, will invest at least 30% of itstotal assets in companies located outside the U.S. The Fund mayinvest in issuers located in emerging markets.

The Fund invests in equity securities either directly or indirectly,such as through depositary receipts, and may invest in preferredstocks, convertible securities and warrants. The Fund typicallyinvests primarily in issuers with a market capitalization of morethan $4 billion at the time of purchase and may participate ininitial public offerings (“IPOs”) and in securities offerings that arenot registered in the U.S.

The portfolio managers employ a bottom-up approach to stockselection and select investments without regard to thegeographic, industry, sector, or individual company weightings onany index. The portfolio managers focus on company researchand the long-term outlook of companies and industries. Ideascan come from a wide variety of sources, including, but notlimited to, research trips, company meetings, and relationshipswith industry thought leaders and academic institutions. Stockideas are normally researched to assess a range of factors,including: long-term growth potential, geographic and industrypositioning, competitive advantage, management, financialstrength and valuation. The portfolio managers generally selectsecurities of between 30 and 60 growth companies. The processcan result in significant exposure to a single country or a smallnumber of countries, and the Fund expects to have considerableexposure to Chinese companies including through China Ashares, which are common stocks and other equity securities thatare listed or traded on a Chinese stock exchange and which arequoted in renminbi. The Fund is a non-diversified fund, whichmeans that it may invest a relatively large percentage of itsassets in a small number of issuers, industries or sectors.The Fund aims to hold securities for long periods (typically5-10 years), which results in relatively low portfolio turnover andis in line with the Fund’s long-term investment outlook.



Toppan Merrill - Baillie Gifford Funds Baillie Gifford Funds Class Institutional-K Prospectus [Funds] 333-200831 06 | psorrel | 01-Jul-21 16:45 | 21-19611-2.bi | Sequence: 1CHKSUM Content: 61198 Layout: 6225 Graphics: 0 CLEAN


65








— China Risk – Investing in securities of Chinese issuersinvolves certain risks and considerations not typicallyassociated with investing in securities of U.S. issuers,including, among others, more frequent trading suspensionsand government interventions (including by nationalization ofassets), currency exchange rate fluctuations or blockages,limits on the use of brokers and on foreign ownership,different financial reporting standards, higher dependence on

exports and international trade, potential for increased tradetariffs, sanctions, embargoes and other trade limitations, andcustody risks. U.S. sanctions or other investment restrictionscould preclude the Fund from investing in certain Chineseissuers or cause the Fund to sell investments at adisadvantageous time. Significant portions of the Chinesesecurities markets may become rapidly illiquid, as Chineseissuers have the ability to suspend the trading of their equitysecurities, and have shown a willingness to exercise thatoption in response to market volatility and other events.

— Asia Risk – Investing in securities of companies located in orwith exposure to Asian countries involves certain risks andconsiderations not typically associated with investing insecurities of U.S. issuers, including different financialreporting standards, currency exchange rate fluctuations,and highly regulated markets with the potential forgovernment interference. The economies of many Asiancountries are heavily dependent on international trade andon only a few industries or commodities and, as a result, canbe adversely affected by trade barriers, exchange controlsand other measures imposed or negotiated by the countrieswith which they trade. Some Asian securities may be lessliquid than U.S. or other foreign securities. See “China Risk”for additional details regarding the risks of investing in thatcountry.



— Currency Risk – The Fund may realize a loss if it hasexposure to a non-U.S. currency, and this non-U.S. currencydeclines in value, relative to the U.S. dollar. The Fund doesnot expect to engage in currency hedging and thus expects



66


to be fully exposed to currency fluctuations relative to theU.S. dollar.







— Large-Capitalization Securities Risk – Returns oninvestments in securities of large companies could trail thereturns on investments in securities of smaller and medium-sized companies. Larger companies may be unable torespond as quickly as smaller and medium-sized companies

to competitive challenges or to changes in business, product,financial, or other market conditions. Larger companies maynot be able to achieve or maintain growth at the high ratesthat may be achieved by well-managed smaller and medium-sized companies.







— Valuation Risk – In certain circumstances, some of theFund’s portfolio holdings may be valued on the basis of



67


factors other than market quotations by employing the fairvalue procedures adopted by the Board of Trustees of theTrust (the “Board”). This may occur more often in times ofmarket turmoil or reduced liquidity. Portfolio holdings that arevalued using techniques other than market quotations,including “fair valued” securities, may be subject to greaterfluctuation in their valuations from one day to the next than ifmarket quotations were used. There is no assurance that theFund could sell or close out a portfolio position for the valueestablished for it at any time, and it is possible that the Fundwould incur a loss because a portfolio position is sold orclosed out at a discount to the valuation established by theFund at that time.






Average Annual Total Since FundReturns for Periods Ended InceptionDecember 31, 2020(1) 1 Year 5 Years (06/10/2014)Institutional Class Returns Before Taxes 101.61% 31.42% 26.42%Institutional Class Returns After Taxes on Distributions 97.84% 30.30% 25.53%Institutional Class Returns After Taxes on Distributions and Sale of Fund Shares 62.78% 26.02% 22.17%Class K Returns Before Taxes 101.76% 31.53% 26.54%Comparative Index(reflects no deductions for fees, expenses, or taxes)MSCI ACWI Index(2) 16.82% 12.85% 9.14%




Management



Service with the Name Title FundTom Slater Portfolio Manager 2014Mark Urquhart Portfolio Manager 2014







120.00%

100.00%

20162015 2017 2019 20202018

40.00%

60.00%

80.00%

20.00%

-20.00%

0.00%

13.82%

-3.95%

54.01%

-1.47%

33.40%

101.61%


JOB: 21-19611-2 CYCLE#;BL#: 4; 0 TRIM: 8.50" x 11.00" AS: Chicago: 877-427-2185COLORS: PANTONE 2602 U, ~note-color 2, Black, 0 GRAPHICS: 19611-2_Long_Term_Gbl_C.eps V1.5

68







69


Baillie Gifford Positive Change Equities Fund

Investment ObjectiveBaillie Gifford Positive Change Equities Fund seeks capitalappreciation with an emphasis on investing in businesses thatdeliver positive change by contributing towards a moresustainable and inclusive world.





Class K Institutional ClassManagement Fees(a) 0.50% 0.50%Distribution (12b-1) Fees None NoneOther Expenses 0.52% 0.55%Total Annual Fund Operating Expenses 1.02% 1.05%Fee Waiver and/or Expense Reimbursement(b) (0.37)% (0.37)%Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement(b) 0.65% 0.68%





Class K Institutional Class1 Year $66 $693 Years $288 $2975 Years $527 $54310 Years $1,214 $1,249


Principal Investment StrategiesThe Fund seeks to meet its objective by investing in a globalportfolio of equities, which include common stock and otherequity securities, of issuers located in countries of developed,emerging, and frontier markets. Under normal circumstances, theFund invests at least 80% of its net assets (plus any borrowingsfor investment purposes) in equity securities. The Fund investspredominantly in securities issued by companies located incountries represented in the MSCI ACWI Index, cash and cashequivalents.

The Fund invests in equity securities either directly or indirectly,such as through depositary receipts, and may invest in preferredstocks, convertible securities and warrants. The Fund is notconstrained with respect to market capitalization and mayparticipate in initial public offerings (“IPOs”) and in securitiesofferings that are not registered in the U.S.

The portfolio managers employ a bottom-up approach to stockselection and select companies without being constrained by theMSCI ACWI benchmark. The portfolio managers focus oncompany research and the long-term outlook of companies andindustries. Ideas can come from a wide variety of sources,including, but not limited to, research trips, company meetings,and relationships with industry thought leaders and academicinstitutions. Stock ideas are normally researched to assess arange of factors, including: long-term growth potential,geographic and industry positioning, competitive advantage,management, financial strength and valuation. The intendedoutcome is a portfolio of between 25 and 50 growth companieswith the potential to outperform the benchmark over the long termand which the portfolio managers consider to have coreambitions of delivering a positive change in at least one of thefollowing areas: social inclusion and education, healthcare, theenvironment, and addressing basic needs and aspirations of theworld’s poorest populations. In order to assess positive change inthese areas, Baillie Gifford Overseas Limited (the “Manager”) willmonitor the progress of each issuer using metrics and/ormilestones designed by the Manager. With respect to each area,the Manager pursues an active, positive approach; investmentdecisions are generally not made on the basis of negative“screening” of companies viewed as socially irresponsible. The



70


process can result in significant exposure to a single country or asmall number of countries, which in recent periods has includedJapan.

The Fund is a non-diversified fund, which means that it mayinvest a relatively large percentage of its assets in a smallnumber of issuers, industries or sectors. The Fund aims to holdsecurities for long periods (typically 5-10 years), which results inrelatively low portfolio turnover and is in line with the Fund’s long-term investment outlook.




— Investment Style Risk – The Manager actively makesinvestment decisions for the Fund through bottom-up stockselection. Accordingly, the Fund will have risk characteristicsthat differ from its benchmark index. The Manager’sjudgments about the attractiveness, relative value, orpotential appreciation of a particular stock may prove to beincorrect and cause the Fund to lose money or underperformcompared to its benchmark index. There can be noassurance that the Manager’s investment decisions willproduce the desired results.



— Non-Diversification Risk – The Fund is classified as a “non-diversified” fund. Because the Fund may invest a relativelylarge percentage of its assets in a single issuer or smallnumber of issuers, its performance could be closely tied to

the value of that one issuer or those few issuers, and couldbe more volatile than the performance of diversified funds.

— Impact Risk – A Fund may not be successful in assessingand identifying companies that have or will have a positiveimpact or support a given position. In some circumstances,companies could ultimately have a negative impact, or noimpact, on addressing a global challenge, or onenvironmental, social and/or governance matters. See also“Socially Responsible Investing Risk.”

— Asia Risk – Investing in securities of companies located in orwith exposure to Asian countries involves certain risks andconsiderations not typically associated with investing insecurities of U.S. issuers, including different financialreporting standards, currency exchange rate fluctuations,and highly regulated markets with the potential forgovernment interference. The economies of many Asiancountries are heavily dependent on international trade andon only a few industries or commodities and, as a result, canbe adversely affected by trade barriers, exchange controlsand other measures imposed or negotiated by the countrieswith which they trade. Some Asian securities may be lessliquid than U.S. or other foreign securities. See “Japan Risk”for additional details regarding the risks of investing in thatcountry.



— Currency Risk – The Fund may realize a loss if it hasexposure to a non-U.S. currency, and this non-U.S. currencydeclines in value, relative to the U.S. dollar. The Fund doesnot expect to engage in currency hedging and thus expects



71


to be fully exposed to currency fluctuations relative to theU.S. dollar.







— IPO Risk – The Fund may purchase securities in IPOs.These securities are subject to many of the same risks ofinvesting in companies with smaller market capitalizations.Securities issued in IPOs have no trading history, andinformation about the companies may be available for very

limited periods. In addition, the prices of securities sold inIPOs may be highly volatile.





— Market Risk – The value of the Fund’s investments will beaffected by fluctuations in the stock markets in which theFund is invested, factors affecting a particular industry orindustries, real or perceived adverse economic conditions,changes in interest or currency rates or adverse investor



72


sentiment generally. Declines in securities market prices mayreduce the net asset value of the Fund’s shares.





— Socially Responsible Investing Risk – The Fund’sincorporation of environmental, social and/or governanceconsiderations in its investment process may cause it tomake different investments than funds that have a similarinvestment universe and/or investment style but that do notincorporate such considerations in their strategy orinvestment processes. As a result, such Fund may foregoopportunities to buy certain securities when it mightotherwise be advantageous to do so, or sell securities whenit might be otherwise disadvantageous for it to do so. Seealso “Impact Risk.”

— Valuation Risk – In certain circumstances, some of theFund’s portfolio holdings may be valued on the basis offactors other than market quotations by employing the fairvalue procedures adopted by the Board of Trustees of theTrust (the “Board”). This may occur more often in times ofmarket turmoil or reduced liquidity. Portfolio holdings that arevalued using techniques other than market quotations,including “fair valued” securities, may be subject to greaterfluctuation in their valuations from one day to the next than ifmarket quotations were used. There is no assurance that theFund could sell or close out a portfolio position for the valueestablished for it at any time, and it is possible that the Fundwould incur a loss because a portfolio position is sold or

closed out at a discount to the valuation established by theFund at that time.





Since Fund Average Annual Total Returns for InceptionPeriods Ended December 31, 2020 1 Year (12/14/2017)Institutional Class Returns Before Taxes 88.28% 34.76%Institutional Class Returns After Taxes on Distributions 86.59% 34.35%Institutional Class Returns After Taxes on Distributions and Sale of Fund Shares 53.46% 28.16%Class K Returns Before Taxes 88.43% 34.81%Comparative Index(reflects no deductions for fees, expenses, or taxes)MSCI ACWI Index(1) 16.82% 11.03%


100.00%

80.00%

2018 2019 2020

60.00%

40.00%

20.00%

-20.00%

0.00%-0.59%

30.49%

88.28%


JOB: 21-19611-2 CYCLE#;BL#: 4; 0 TRIM: 8.50" x 11.00" AS: Chicago: 877-427-2185COLORS: PANTONE 2602 U, ~note-color 2, Black, 0 GRAPHICS: 19611-2_Positive_C.eps V1.5

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Management



Service with the Name Title FundKate Fox Portfolio Manager 2017Lee Qian Portfolio Manager 2017









Payments to Broker-Dealers and Other FinancialIntermediariesIf you purchase Fund shares through a broker-dealer or otherfinancial intermediary, the Fund and its related companies maypay the intermediary for services the intermediary provides toFund shareholders. These payments are not primarily intended toresult in the sale of Fund shares. These payments may create aconflict of interest by influencing the broker-dealer or otherintermediary and your salesperson to recommend the Fund overanother investment. In addition to the fees and expenses

described in the “Fees and Expenses” section above, yourbroker-dealer or financial intermediary may charge commissionsor other fees on purchases and sales of the Class K orInstitutional Class shares of the Fund. Ask your salesperson orvisit your financial intermediary’s web site for more information.



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Baillie Gifford U.S. Discovery Fund

Investment ObjectiveBaillie Gifford U.S. Discovery Fund seeks capital appreciation.








(c) Baillie Gifford Overseas Limited has contractually agreed to waiveits fees and/or bear other expenses of the Fund until April 30, 2022to the extent that the Fund’s Total Annual Fund OperatingExpenses (excluding taxes, sub-accounting expenses andextraordinary expenses) exceed 0.82% for Class K and InstitutionalClass shares. This contractual agreement may only be terminatedby the Board of Trustees of the Trust. Expenses afterwaiver/reimbursement exceed 0.82% for Institutional Class due toestimated sub-accounting expenses of 0.15%.





Principal Investment StrategiesThe Fund will seek to meet its objective by investing in a portfolioof common stocks and other equity securities of smaller, publiclytraded U.S. companies that are perceived to be innovative andentrepreneurial, such as by disrupting existing markets orcreating entirely new ones, and that have strong growth potential.

In selecting portfolio investments, the portfolio managers seek todiscover innovative and entrepreneurial companies through aprocess that involves considering, among other things, a potentialholding’s market opportunity, competitive edge, corporate culture,and scalability prospects. The inclusion of “discovery” in theFund’s name does not reflect an intent to invest in any particulartype of investment or industry.

When selecting companies for initial inclusion in the portfolio, theportfolio managers focus on publicly traded companies with amarket capitalization in the region of $10 billion or lower at thetime of initial purchase. Because the Fund will be managed inaccordance with an established model investment strategyoperated by the portfolio managers, the Fund’s portfolio isexpected to include a number of companies with marketcapitalizations of greater than $10 billion at the time the Fundcommences investment operations. These are companies thathad market capitalizations of less than $10 billion at the time ofinclusion in the model investment strategy, but which havesubsequently grown. In addition, because the Fund expects tocontinue to hold, and potentially increase its investment in,portfolio companies whose market capitalizations increasesubsequent to the initial purchase, the Fund expects over time tohave a substantial portion of its portfolio invested in companieswith a market capitalization in excess of $10 billion. Undernormal circumstances, the Fund will invest at least 80% of itsassets in securities of small- and mid-capitalization companies,which the Manager defines as companies with marketcapitalizations of $30 billion or less.

Under normal circumstances, the Fund will invest at least 80% ofits net assets (plus any borrowings for investment purposes) insecurities of issuers located in the U.S. The Fund will invest inequity securities either directly or indirectly, such as throughdepositary receipts, and may invest in preferred stocks,convertible securities and warrants. The Fund may participate ininitial public offerings (“IPOs”).



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The portfolio managers will select companies without beingconstrained by the Fund’s Benchmark, the Russell 2500 GrowthIndex. The portfolio managers focus on company research andthe long-term outlook of companies and industries. Ideas cancome from a wide variety of sources, including, but not limited to,research trips, company meetings, and relationships with industrythought leaders and academic institutions. Stock ideas arenormally researched to assess a range of factors, including:long-term growth potential, geographic and industry positioning,competitive advantage, management, financial strength andvaluation. The intended outcome is a non-diversified portfolio ofbetween 40 and 75 growth companies with the potential tooutperform the benchmark over the long term. The Fund intendsto operate as a non-diversified fund, which means that it mayinvest a relatively large percentage of its assets in a smallnumber of issuers, industries, or sectors. The Fund aims to holdsecurities for long periods (typically 5-10 years), which isexpected to result in relatively low portfolio turnover and be in linewith the Fund’s long-term investment outlook.






— Long-Term Investment Strategy Risk – The Fund pursues along-term investment approach, typically seeking returns

over a period of several years. This investment style maycause the Fund to lose money or underperform compared toits benchmark index or other mutual funds over extendedperiods of time, and the Fund may not perform as expectedin the long term. An investment in the Fund may be moresuitable for long-term investors who can bear the risk ofshort- or medium-term fluctuations in the value of the Fund’sportfolio.

— Geographic Focus Risk – A fund that focuses its investmentsin a limited number of countries or geographic regions willnot offer the same level of diversification of risks as a morebroadly global fund because it will be exposed to a smallergeographic area. The performance of a fund that is lessdiversified across countries or geographic regions will beclosely tied to market, currency, economic, political,environmental, or regulatory conditions and developments inthe countries or regions in which the fund invests, and maybe more volatile than the performance of a moregeographically-diversified portfolio.






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— Liquidity Risk – The Fund’s investments may be subject tolow trading volume, lack of a market maker, contractual lock-in periods or regulatory restrictions, and the Fund may holdlarge positions in particular securities. As a result, it may notbe possible to sell an investment at a particular time or at anacceptable price. Illiquid securities may trade at a discountfrom comparable, more liquid investments and may besubject to wide fluctuations in market value. In some cases,due to unanticipated levels of illiquidity the Fund may seek tomeet its redemption obligations wholly or in part bydistributions of assets in-kind.

— Market Disruption and Geopolitical Risk – The value of theFund’s investments could be adversely affected by eventsthat disrupt securities markets and adversely affect globalmarkets and by changes in non-U.S. and U.S. economic andpolitical conditions.

— Market Risk – The value of the Fund’s investments will beaffected by fluctuations in the stock markets in which theFund is invested, factors affecting a particular industry orindustries, real or perceived adverse economic conditions,

changes in interest or currency rates or adverse investorsentiment generally. Declines in securities market prices mayreduce the net asset value of the Fund’s shares.



— Valuation Risk – Some portfolio holdings may be valued onthe basis of factors other than market quotations. This mayoccur more often in times of market turmoil or reducedliquidity. Portfolio holdings that are valued using techniquesother than market quotations, including “fair valued”securities, may be subject to greater fluctuation in theirvaluations from one day to the next than if market quotationswere used. There is no assurance that the Fund could sell orclose out a portfolio position for the value established for it atany time, and it is possible that the Fund would incur a lossbecause a portfolio position is sold or closed out at adiscount to the valuation established by the Fund at thattime.


Management



Service with the Name Title FundDouglas Brodie Portfolio Manager 2021Svetlana Viteva Portfolio Manager 2021


Other investors may purchase, exchange, or redeem shares onany day the New York Stock Exchange (“NYSE”) is open fortrading directly from the Fund’s transfer agent, Bank of New YorkMellon, by written request, as further described in the sections of



77


the Prospectus entitled “Shares—How to Buy or ExchangeShares” and “Shares—How to Sell Shares.” The initial andsubsequent investment minimums for the Fund shares are asfollows:










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Baillie Gifford U.S. Equity Growth Fund

Investment ObjectiveBaillie Gifford U.S. Equity Growth Fund seeks capitalappreciation.





Class K Institutional ClassManagement Fees(a) 0.50% 0.50%Distribution (12b-1) Fees None NoneOther Expenses 0.47% 0.56%Total Annual Fund Operating Expenses 0.97% 1.06%Fee Waiver and/or Expense Reimbursement(b) (0.32)% (0.32)%Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement 0.65% 0.74%





Class K Institutional Class1 Year $66 $763 Years $277 $3055 Years $505 $55410 Years $1,161 $1,265


Principal Investment StrategiesThe Fund seeks to meet its objective by investing in a portfolio ofequities, which include common stock and other equity securities,of issuers located in the U.S.

The portfolio managers seek to identify exceptional growthbusinesses in the U.S. and to own them for long enough that theadvantages of their business models and the strength of theircultures support positive relative performance over the long term.

Under normal circumstances, the Fund invests at least 80% of itsnet assets (plus any borrowings for investment purposes) incommon stocks and other equity securities of companies whoseprincipal activities are in the U.S. The Fund invests in equitysecurities either directly or indirectly, such as through depositaryreceipts, and may invest in preferred stocks, convertiblesecurities and warrants. The Fund typically invests primarily inissuers with a market capitalization of more than $1.5 billion atthe time of purchase and may participate in initial public offerings(“IPOs”).

The portfolio managers employ a bottom-up approach to stockselection and select companies without being constrained by abenchmark. They generally invest in a portfolio of between 30and 50 growth companies. The portfolio managers focus oncompany research and the long-term outlook of companies andindustries. Ideas can come from a wide variety of sources,including, but not limited to, research trips, company meetings,and relationships with industry thought leaders and academicinstitutions. Stock ideas are normally researched to assess arange of factors, including: long-term growth potential,geographic and industry positioning, competitive advantage,management, financial strength and valuation. The Fund is anon-diversified fund, which means that it may invest a relativelylarge percentage of its assets in a small number of issuers,industries or sectors. The Fund aims to hold securities for longperiods (typically 5-10 years), which results in relatively lowportfolio turnover and is in line with the Fund’s long-terminvestment outlook.



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— Non-Diversification Risk – The Fund is classified as a “non-diversified” fund. A non-diversified fund may hold a smallernumber of portfolio securities, with larger positions in eachsecurity it holds, than many other mutual funds. To the extentthe Fund invests in a relatively small number of issuers, adecline in the market value of a particular security held bythe Fund may affect its value more than if it invested in alarger number of issuers. The value of the Fund’s shares

may be more volatile than the values of shares of morediversified funds. See also “Focused Investment Risk.”





— Information Technology Risk – Cyber-attacks, disruptions, orfailures that affect the Fund’s service providers, counterparties,the securities markets generally, other market participants, or



80


issuers of securities held by the Fund may adversely affect theFund and its shareholders, including by causing losses for theFund or impairing Fund operations.











Annual Total Returns – Institutional Class Shares(1)(2)


(1) The inception date for Baillie Gifford U.S. Equity Growth Fund isDecember 5, 2016, when Baillie Gifford International, LLCpurchased Class 1 shares. Classes 1-5 of the Fund wereterminated effective May 1, 2017, and Class 1 shares wereconverted to Class K shares. For the period from January 1, 2017to May 1, 2017, the performance shown is for Class 1 shares and

150.00%

120.00%

90.00%

202020192017 2018

60.00%

30.00%

0.00%

34.72%

8.30%

30.01%

125.43%


JOB: 21-19611-2 CYCLE#;BL#: 4; 0 TRIM: 8.50" x 11.00" AS: Chicago: 877-427-2185COLORS: PANTONE 2602 U, ~note-color 2, Black, 0 GRAPHICS: 19611-2_US_Eqty_C.eps V1.5

81


has been adjusted for the higher total annual operating expensesincurred by Institutional Class.

(2) Excluding reimbursement received from the Manager, total returnfor 2019 was 29.72%

In the table below, after-tax returns are calculated using thehistorical highest individual federal marginal income tax rates anddo not reflect the impact of state and local taxes. After-taxreturns are shown for Institutional Class shares only, and after-tax returns for other share classes will vary. Actual after-taxreturns depend on your tax situation and may differ from thoseshown. After-tax returns shown are not relevant if you are tax-exempt or if you hold your Fund shares through tax-advantagedarrangements. A description of the Fund’s comparative indicesand details regarding the calculation of the Fund’s class-by-classperformance are provided in the section of the Prospectusentitled “Additional Performance Information.”

Since Fund Average Annual Total Returns for InceptionPeriods Ended December 31, 2020 1 Year (12/05/2016)Institutional Class Returns Before Taxes(1)(2) 125.43% 42.80%Institutional Class Returns After Taxes on Distributions(1)(2) 123.73% 42.21%Institutional Class Returns After Taxes on Distributions and Sale of Fund Shares(1)(2) 75.48% 35.73%Class K Returns Before Taxes(3) 125.57% 42.87%Comparative Index(reflects no deductions for fees, expenses, or taxes)Russell 1000 Growth(4) 38.49% 24.67%S&P 500 Index(5) 18.40% 16.21%

(1) Performance for Institutional Class shares prior to their date ofinception (April 28, 2017) is derived from the historical performanceof Class 1 shares and has been adjusted for the higher total annualoperating expenses incurred by Institutional Class.

(2) If reimbursement received from the Manager in 2019 wereexcluded, the total return would be lower.

(3) The inception date for Baillie Gifford U.S. Equity Growth Fund isDecember 5, 2016, when Baillie Gifford International, LLCpurchased Class 1 shares. Classes 1-5 of the Fund wereterminated effective May 1, 2017, and Class 1 shares wereconverted to Class K shares. For periods prior to May 1, 2017, theperformance shown is based on the performance for Class 1shares.

(4) The source of the index data is London Stock Exchange Group plcand its group undertakings (collectively, the “LSE Group”). © LSEGroup 2020. FTSE Russell is a trading name of certain of the LSEGroup companies. “Russell®” is a trade mark(s) of the relevant LSEGroup companies and is used by any other LSE Group companyunder license. “TMX®” is a trade mark of TSX, Inc. and used by theLSE Group under license. All rights in the FTSE Russell indexes ordata vest in the relevant LSE Group company which owns the indexor the data. Neither LSE Group nor its licensors accept any liabilityfor any errors or omissions in the indexes or data and no party mayrely on any indexes or data contained in this Prospectus. No furtherdistribution of data from the LSE Group is permitted without therelevant LSE Group company’s express written consent. The LSEGroup does not promote, sponsor or endorse the content of thisProspectus.

(5) The S&P 500 (“Index”) is a product of S&P Dow Jones Indices LLC,a division of S&P Global, or its affiliates. Standard & Poor’s® andS&P® are registered trademarks of Standard & Poor’s FinancialServices LLC, a division of S&P Global; Dow Jones® is a registeredtrademark of Dow Jones Trademark Holdings LLC. Neither S&PDow Jones Indices LLC, Dow Jones Trademark Holdings LLC, theiraffiliates nor their third party licensors make any representation or

warranty, express or implied, as to the ability of any index toaccurately represent the asset class or market sector that itpurports to represent and neither S&P Dow Jones Indices LLC,Dow Jones Trademark Holdings LLC, their affiliates nor their thirdparty licensors shall have any liability for any errors, omissions, orinterruptions of any index or the data included therein.

Management



Service with Name Title the FundDave Bujnowski Portfolio Manager 2020Kirsty Gibson Portfolio Manager 2016Gary Robinson Portfolio Manager 2016Tom Slater Portfolio Manager 2016









Payments to Broker-Dealers and Other FinancialIntermediariesIf you purchase Fund shares through a broker-dealer or otherfinancial intermediary, the Fund and its related companies may



82


pay the intermediary for services the intermediary provides toFund shareholders. These payments are not primarily intended toresult in the sale of Fund shares. These payments may create aconflict of interest by influencing the broker-dealer or otherintermediary and your salesperson to recommend the Fund overanother investment. In addition to the fees and expensesdescribed in the “Fees and Expenses” section above, yourbroker-dealer or financial intermediary may charge commissionsor other fees on purchases and sales of the Class K orInstitutional Class shares of the Fund. Ask your salesperson orvisit your financial intermediary’s web site for more information.



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ADDITIONAL INFORMATION ABOUT

PRINCIPAL STRATEGIES AND RISKS

Principal Investment Strategies

Baillie Gifford Asia Ex Japan Fund

Investment ObjectiveBaillie Gifford Asia Ex Japan Fund seeks capital appreciation.

Investment StrategiesThe Fund seeks to meet its objective by investing in a portfolio ofcommon stocks and other equity securities of issuers located inAsia (excluding Japan) and including the Indian subcontinent.

Under normal circumstances, the Fund will invest at least 80% ofits net assets (plus any borrowings for investment purposes) insecurities of companies located in countries represented in theMSCI All Country Asia Ex Japan Index. The MSCI All CountryAsia Ex Japan Index includes large-cap, mid-cap, and small-capissuers from a variety of countries including China, Hong Kong,India, Indonesia, Malaysia, the Philippines, Singapore, SouthKorea, Taiwan, and Thailand. The economies of many of thesecountries are considered emerging market economies, and somemay be considered frontier markets. The Fund will invest in equitysecurities either directly or indirectly, such as through depositaryreceipts, and may invest in preferred stocks, convertiblesecurities and warrants. The Fund is not constrained with respectto market capitalization and may participate in IPOs and insecurities offerings that are not registered in the U.S. Undernormal circumstances, the Fund will aim to remain fully investedin equities, holding cash and cash equivalents primarily duringperiods of investment reallocation, or in connection withpurchases of or redemptions from the Fund.

The portfolio managers select companies without beingconstrained by the MSCI All Country Asia Ex Japan benchmark.The portfolio managers focus on company research and the long-term outlook of companies and industries. Ideas can come froma wide variety of sources, including, but not limited to, researchtrips, company meetings, and relationships with industry thoughtleaders and academic institutions. Stock ideas are normallyresearched to assess a range of factors, including: long-termgrowth potential, geographic and industry positioning, competitiveadvantage, management, financial strength and valuation. Theintended outcome is a diversified portfolio of between 50 and 100growth companies with the potential to outperform thebenchmark over the long term. The Fund aims to hold securitiesfor relatively long periods, which results in relatively low portfolioturnover and is in line with the Fund’s long-term investmentoutlook.

The portfolio managers employ a bottom-up stock-pickingapproach that seeks to make long-term investments in well-managed businesses with genuine and sustainable competitiveadvantages. The portfolio managers seek to identify companiesthat are likely to generate above average growth in earnings andcash flows, based on fundamental research. The Manager’sfundamental research process focuses on: (i) the opportunity foran issuer to deliver superior returns; (ii) the ability of the issuer toexecute on that opportunity; and (iii) the current market valuationof the security.

The portfolio managers may sell a holding if they determine therehas been a material deterioration in the investment case or asappropriate to make other investments or meet redemptions.

The Fund may invest without limitation in securities quoted ordenominated in currencies other than the U.S. dollar and mayhold such currencies. The Fund does not expect to engage incurrency hedging and thus expects to be fully exposed tocurrency fluctuations relative to the U.S. dollar. In response toadverse market, economic, political or other conditions, the Fundmay deviate from its investment policies by taking temporarydefensive positions with some or all of its assets in high qualityincome securities, cash or cash equivalents. As a result, duringsuch conditions, the Fund may not achieve its investmentobjective.

See “Selected Investment Techniques and Topics—Location ofIssuers” below for additional detail on how the Fund classifies thelocation of issuers in which it invests.

Principal Investment RisksThe “Principal Investment Risks” section below identifies anddescribes the principal risks of investing in the Fund.

Toppan Merrill - Baillie Gifford Funds Baillie Gifford Funds Class Institutional-K Prospectus [Funds] 333-200831 06 | psorrel | 01-Jul-21 16:45 | 21-19611-2.ca | Sequence: 1CHKSUM Content: 43604 Layout: 16349 Graphics: 0 CLEAN


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Investment ObjectiveBaillie Gifford China A Shares Growth Fund seeks capitalappreciation.

Investment StrategiesThe Fund seeks to meet its objective by investing in a portfolio ofcommon stocks and other equity securities of issuers located inChina.

Under normal circumstances, the Fund will invest at least 80% ofits net assets (plus any borrowings for investment purposes) inChina A Shares. China A Shares are common stocks and otherequity securities of issuers located in China that are listed ortraded on the Shanghai Stock Exchange, the Shenzhen StockExchange, or any other stock exchange in China and which arequoted in RMB. The Fund expects to access China A Sharesthrough the Stock Connect programs. The Fund also may, in thefuture, access China A Shares through the QFI program or othermeans of access which may become available in the future. Theforegoing channels are intended to allow the Fund to invest inChina A Shares directly. In addition, the Fund may invest in equitysecurities indirectly, such as through depositary receipts or ETFs,especially during extended closures of the Chinese markets.

The Stock Connect programs are securities trading and clearinglink programs that enable international investors to invest inChina A Shares, providing a direct investment channel to tradeeligible securities on the Shanghai Stock Exchange and theShenzhen Stock Exchange. In the future, additional Chinesestock exchanges may establish structures similar to the currentStock Connect programs. Trading under the Stock Connectprograms is subject to an aggregate daily quota, which limits themaximum net buy value of cross-boundary trades under each ofthe Stock Connect programs each day. The Stock Connectprograms are also subject to various other restrictions which mayconstrain the Fund’s ability to invest in a particular company at aparticular time, such as limits on when markets are open andtrades processed and additional regulations and listing rulesimposed by China and the Shanghai and Shenzhen exchanges.Additionally, foreign investors in aggregate are limited to owningno more than 30% of the total issued shares of any listedcompany, including those participating in the Stock Connectprograms.

The Fund may also invest in preferred stocks, convertiblesecurities and warrants. The Fund may invest in any sector orindustry, in issuers of any market capitalization, and mayparticipate in IPOs and in securities offerings that are notregistered in the U.S.

The portfolio managers select companies without beingconstrained by the Fund’s benchmark, the MSCI China AOnshore Index and, therefore, there may be listings in thebenchmark that are not included in the Fund’s portfolio andholdings in the Fund’s portfolio that are not included in thebenchmark. The portfolio managers focus on company researchand the long-term outlook of companies and industries. Ideascan come from a wide variety of sources, including, but notlimited to, research trips, company meetings, and relationshipswith industry thought leaders and academic institutions. Stockideas are normally researched to assess a range of factors,

including: long-term growth potential, geographic and industrypositioning, competitive advantage, management, financialstrength and valuation. The portfolio managers employ anadditional due diligence process for Chinese companies in lightof the comparative immaturity of the Chinese capital markets andthe status of China as an emerging market economy.

The portfolio managers seek to identify exceptional growthcompanies in China and hold them for long enough that theadvantages of their business models and the strength of theircorporate cultures become dominant drivers of their stock price.The intended outcome is a non-diversified portfolio of between25 and 40 growth companies with the potential to outperform thebenchmark over the long term. The Fund intends to operate as anon-diversified fund, which means that it may invest a relativelylarge percentage of its assets in a small number of issuers,industries, or sectors. The Fund aims to hold securities for longperiods (typically 5-10 years), which is expected to result in arelatively low portfolio turnover and is in line with the Fund’s long-term investment outlook.

The portfolio managers employ a bottom-up stock-pickingapproach that seeks to make long-term investments in well-managed businesses with genuine and sustainable competitiveadvantages. The portfolio managers seek to identify companiesthat are likely to generate above-average growth in earnings andcash flows, based on fundamental research.







85


Baillie Gifford China Equities Fund

Investment ObjectiveBaillie Gifford China Equities Fund seeks capital appreciation.

Investment StrategiesThe Fund will seek to meet its objective by investing in a portfolioof common stocks and other equity securities of companieslocated in China. Under normal circumstances, the Fund willinvest at least 80% of its net assets (plus any borrowings forinvestment purposes) in common stocks and other equitysecurities of companies located in China, regardless of wheretheir securities are principally listed for trading.

The Fund will invest in equity securities either directly orindirectly, such as through depositary receipts or participatorynotes and may invest in preferred stocks, convertible securitiesand warrants. Under normal circumstances, the Fund will aim toremain fully invested in equities, holding cash and cashequivalents primarily during periods of investment reallocation, oras a result of purchases of or redemptions from the Fund. TheFund may invest in any sector or industry, in issuers of anymarket capitalization, and may participate in IPOs and insecurities offerings that are not registered in the U.S. The Fund’sinvestments can include securities of companies listed onexchanges located in and outside of China and include China AShares, which are common stocks and other equity securitiesthat are listed or traded on a Chinese stock exchange and whichare quoted in renminbi, the official currency of China.

The Fund expects to directly access China A Shares through theStock Connect programs. The Stock Connect programs aresecurities trading and clearing link programs that enableinternational investors to invest in China A Shares, providing adirect investment channel to trade eligible securities on theShanghai Stock Exchange and the Shenzhen Stock Exchange. Inthe future, additional Chinese stock exchanges may establishstructures similar to the current Stock Connect programs. Tradingunder the Stock Connect programs is subject to an aggregatedaily quota, which limits the maximum net buy value of cross-boundary trades under each of the Stock Connect programseach day. The daily quota is not specific to any one particularinvestor. The Stock Connect programs are also subject to variousother restrictions which may constrain the Fund’s ability to investin a particular company at a particular time, such as limits onwhen markets are open and trades processed and additionalregulations and listing rules imposed by China and the Shanghaiand Shenzhen exchanges. Additionally, foreign investors inaggregate are limited to owning no more than 30% of the totalissued shares of any listed company, including thoseparticipating in the Stock Connect programs.

The Fund may in the future also directly access securities ofcompanies through the QFI program or other means of accesswhich may become available in the future. The foregoingchannels are intended to allow the Fund to invest in securities ofcompanies listed on exchanges located in China directly. Inaddition, the Fund may invest in equity securities indirectly, suchas through depositary receipts or ETFs, especially duringextended closures of the Chinese markets.

The portfolio managers employ a bottom-up stock-pickingapproach that seeks to make long-term investments in

well-managed businesses with genuine and sustainablecompetitive advantages. The portfolio managers seek to identifycompanies that are likely to generate above-average growth inearnings and cash flows, based on fundamental research.

The portfolio managers will principally select companies withoutbeing constrained by the Fund’s benchmark, the MSCI China AllShares Index and, therefore, there may be listings in thebenchmark that are not included in the Fund’s portfolio andholdings in the Fund’s portfolio that are not included in thebenchmark. The portfolio managers focus on company researchand the long-term outlook of companies and industries. Ideascan come from a wide variety of sources, including, but notlimited to, research trips, company meetings, and relationshipswith industry thought leaders and academic institutions. Stockideas normally will be researched to assess a range of factors,including: long-term growth potential, geographic and industrypositioning, competitive advantage, management, financialstrength, and valuation. As part of their bottom-up stock-pickingapproach, the portfolio managers employ an additional duediligence process for Chinese companies. In light of thecomparative immaturity of the Chinese capital markets and thestatus of China as an emerging market economy, the portfoliomanagers complete a due diligence checklist for each Chinesecompany, which covers topics such as management andownership and business financials. If the portfolio managersidentify any areas of further interest during this due diligencereview, the portfolio managers may commission additionalresearch from third-party specialists.

The portfolio managers seek to identify exciting growthcompanies in China across a broad range of sectors with thepotential to achieve the Fund’s investment objective. Theintended outcome is a non-diversified portfolio of between 40 and80 growth companies with the potential to outperform thebenchmark over the long term. The Fund intends to operate as anon-diversified fund, which means that it may invest a relativelylarge percentage of its assets in a small number of issuers,industries, or sectors. The Fund aims to hold securities for longperiods (typically 5+ years), which is expected to result in arelatively low portfolio turnover and be in line with the Fund’slong-term investment outlook. It is expected that the Fund willhold large positions, over 5%, in a small number of companiesconsistent with the Fund operating as a non-diversified fund.





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87



Investment ObjectiveBaillie Gifford Developed EAFE All Cap Fund seeks capitalappreciation.

Investment StrategiesThe Fund seeks to meet its objective by investing in a portfolio ofcommon stocks and other equity securities of issuers located innon-U.S. countries with developed markets.

Under normal circumstances, the Fund invests at least 80% of itsnet assets (plus any borrowings for investment purposes) incommon stocks and other equity securities of companies whoseprincipal activities are in developed markets in Europe,Australasia and/or the Far East. The Fund invests in equitysecurities either directly or indirectly, such as through depositaryreceipts, and may invest in preferred stocks, convertiblesecurities and warrants. The Fund is not constrained with respectto market capitalization and may participate in IPOs and insecurities offerings that are not registered in the U.S. In selectingcompanies for investment, the portfolio managers focus onissuers in developed markets, but in some circumstances maygain exposure to emerging markets. Under normalcircumstances, the Fund aims to remain fully invested in equities,holding cash and cash equivalents primarily during periods ofinvestment reallocation, or in connection with purchases of orredemptions from the Fund.

The portfolio managers retain flexibility to invest without beingconstrained by the MSCI EAFE benchmark and, therefore, theremay be listings in the benchmark that are not included in theFund’s portfolio and holdings in the Fund’s portfolio that are notincluded in the benchmark. The portfolio managers focus oncompany research and the long-term outlook of companies andindustries. Ideas can come from a wide variety of sources,including, but not limited to, research trips, company meetings,and relationships with industry thought leaders and academicinstitutions. Stock ideas are normally researched to assess arange of factors that may include: long-term growth potential,geographic and industry positioning, competitive advantage,management, financial strength and valuation. The intendedoutcome is a diversified portfolio of between 50 and 90 growthcompanies with the potential to outperform the benchmark overthe long term. The process can result in significant exposure to asingle country or a small number of countries, which in recentperiods has included Japan. The Fund aims to hold securities forlong periods (typically 5+ years), which results in relatively lowportfolio turnover and is in line with the Fund’s long-terminvestment outlook.

The portfolio managers employ a bottom-up stock-pickingapproach that seeks to make long-term investments in well-managed businesses with genuine and sustainable competitiveadvantages. The portfolio managers seek to identify companiesthat are likely to generate above average growth in earnings andcash flows, based on fundamental research. When evaluating anissuer, the Manager considers questions, such as the following:(i) Will the issuer have significantly larger earnings and cashflows in five years?; (ii) Is the issuer’s management sensiblyguarding the shareholders’ capital?; (iii) Why is the expectedgrowth not reflected in the security’s current share price?; and(iv) What would make the Manager sell?

The Fund is managed by the same portfolio managers as BaillieGifford EAFE Plus All Cap Fund. The Fund invests in a mannersimilar to that of Baillie Gifford EAFE Plus All Cap Fund, exceptthat the Fund does not include among its principal investmentstrategies the investment in emerging markets.







88


Baillie Gifford EAFE Plus All Cap Fund

Investment ObjectiveBaillie Gifford EAFE Plus All Cap Fund seeks capitalappreciation.

Investment StrategiesThe Fund seeks to meet its objective by investing in a portfolio ofcommon stocks and other equity securities of issuers located innon-U.S. countries with developed and emerging markets.

Under normal circumstances, the Fund invests at least 85% of itsnet assets (plus any borrowings for investment purposes) incommon stocks and other equity securities of companies whoseprincipal activities are in Europe, Australasia and/or the Far East.The Fund invests in equity securities either directly or indirectly,such as through depositary receipts, and may invest in preferredstocks, convertible securities and warrants. The Fund is notconstrained with respect to market capitalization and mayparticipate in IPOs and in securities offerings that are notregistered in the U.S. In selecting companies for investment, theportfolio managers focus on issuers in both developed andemerging markets. Under normal circumstances, the Fund aimsto remain fully invested in equities, holding cash and cashequivalents primarily during periods of investment reallocation, orin connection with purchases of or redemptions from the Fund.

The portfolio managers retain flexibility to invest without beingconstrained by the MSCI EAFE benchmark and, therefore, theremay be listings in the benchmark that are not included in theFund’s portfolio and holdings in the Fund’s portfolio that are notincluded in the benchmark. The portfolio managers focus oncompany research and the long-term outlook of companies andindustries. Ideas can come from a wide variety of sources,including, but not limited to, research trips, company meetings,and relationships with industry thought leaders and academicinstitutions. Stock ideas are normally researched to assess arange of factors that may include: long-term growth potential,geographic and industry positioning, competitive advantage,management, financial strength and valuation. The intendedoutcome is a diversified portfolio of between 60 and 90 growthcompanies with the potential to outperform the benchmark overthe long term. The process can result in significant exposure to asingle country or a small number of countries, which in recentperiods has included Japan. The Fund aims to hold securities forlong periods (typically 5+ years), which results in relatively lowportfolio turnover and is in line with the Fund’s long-terminvestment outlook.

The portfolio managers employ a bottom-up stock-pickingapproach that seeks to make long-term investments in well-managed businesses with genuine and sustainable competitiveadvantages. The portfolio managers seek to identify companiesthat are likely to generate above average growth in earnings andcash flows, based on fundamental research. When evaluating anissuer, the Manager considers questions, such as the following:(i) Will the issuer have significantly larger earnings and cashflows in five years?; (ii) Is the issuer’s management sensiblyguarding the shareholders’ capital?; (iii) Why is the expectedgrowth not reflected in the security’s current share price?; and(iv) What would make the Manager sell?

The Fund is managed by the same portfolio managers as BaillieGifford Developed EAFE All Cap Fund. The Fund invests in amanner similar to that of Baillie Gifford Developed EAFE All CapFund, except that the Fund includes among its principalinvestment strategies investment in emerging markets.







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Baillie Gifford Emerging Markets Equities Fund

Investment ObjectiveBaillie Gifford Emerging Markets Equities Fund seeks capitalappreciation.

Investment StrategiesThe Fund seeks to meet its objective by investing in a portfolio ofcommon stocks and other equity securities of issuers located incountries of emerging and frontier markets.

Under normal circumstances, the Fund invests at least 80% of itsnet assets (plus any borrowings for investment purposes) inequity securities of companies located in countries representedin the MSCI Emerging Markets Index. The countries representedin the MSCI Emerging Markets Index include markets that maybe less sophisticated than more developed markets in terms ofparticipation by investors, analyst coverage, liquidity, andregulation. The Fund invests in equity securities either directly orindirectly, such as through depositary receipts or participatorynotes, and may invest in preferred stocks, convertible securitiesand warrants. The Fund is not constrained with respect to marketcapitalization and may participate in IPOs and in securitiesofferings that are not registered in the U.S. Under normalcircumstances, the Fund aims to remain fully invested in equities,holding cash and cash equivalents primarily during periods ofinvestment reallocation, or in connection with purchases of orredemptions from the Fund. The portfolio managers haveflexibility to gain exposure to one or more emerging marketsthrough investing in ETFs that track relevant equity indices.

The portfolio managers select companies without beingconstrained by the MSCI Emerging Markets benchmark and,therefore, there may be listings in the benchmark that are notincluded in the Fund’s portfolio and holdings in the Fund’sportfolio that are not included in the benchmark. The portfoliomanagers may reference the benchmark to set limits on therelative weighting of countries in the portfolio. The portfoliomanagers focus on company research and the long-term outlookof companies and industries. Ideas can come from a wide varietyof sources, including, but not limited to, research trips, companymeetings, and relationships with industry thought leaders andacademic institutions. Stock ideas are normally researched toassess a range of factors, including: long-term growth potential,geographic and industry positioning, competitive advantage,management, financial strength and valuation. The intendedoutcome is a diversified portfolio of between 60 and 100 growthcompanies with the potential to outperform the benchmark overthe long term. The process can result in significant exposure to asingle country or a small number of countries, and the Fundexpects to invest significantly in Chinese companies includingthrough China A shares, which are common stocks and otherequity securities that are listed or traded on a Chinese stockexchange and which are quoted in renminbi. The Fund aims tohold securities for long periods (typically 5 years), which resultsin relatively low portfolio turnover and is in line with the Fund’slong-term investment outlook.

The portfolio managers primarily employ a bottom-up stock-picking approach that seeks to make long-term investments inwell-managed businesses with genuine and sustainablecompetitive advantages. The portfolio managers can also

consider macro-economic factors when identifying potentialinvestments. The portfolio managers seek to identify companiesthat are likely to generate above average growth in earnings andcash flows, based on fundamental research. The Manager’sfundamental research process focuses on: (i) the opportunity foran issuer to deliver superior returns; (ii) the ability of the issuer toexecute on that opportunity; and (iii) the current market valuationof the security.







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Baillie Gifford Global Alpha Equities Fund

Investment ObjectiveBaillie Gifford Global Alpha Equities Fund seeks capitalappreciation.

Investment StrategiesThe Fund seeks to meet its objective by investing in a global,diversified portfolio of equities, which include common stock andother equity securities, of issuers located in countries ofdeveloped and emerging markets.

Under normal circumstances, the Fund invests at least 80% of itsnet assets (plus any borrowings for investment purposes) inequity securities. The Fund invests predominantly in a diversifiedportfolio of securities issued by companies located in countriesrepresented in the MSCI ACWI Index, cash and cash equivalents.The Fund invests in companies whose principal activities are inthe U.S., Canada, Latin America, Europe, Australasia, Africa, theMiddle East and/or the Far East. The Fund ordinarily invests insecurities of issuers located in at least three different countries.In addition, under normal circumstances, the Fund will invest atleast 40% of its total assets in securities of companies locatedoutside the U.S. when market conditions are favorable, but, whenmarket conditions are not favorable, the Fund will invest at least30% of its total assets in companies located outside the U.S. Forpurposes of establishing whether a 40% or 30% thresholdapplies when measuring the test described in the prior sentence,the Manager will determine, in its sole discretion, whether marketconditions are favorable and in making such determination mayconsider any factors it deems relevant, including but not limitedto: the relative prospects for growth among U.S. and non-U.S.companies; long- or short-term fluctuations, or expectedfluctuations, in currency exchange rates; the relative monetary orfiscal health of the U.S. compared to other countries; the relativemarket stability, or expected stability, of the U.S. compared toother countries; and the relative weighting of the U.S. and non-U.S. countries on global equity market indices.

The Fund invests in equity securities either directly or indirectly,such as through depositary receipts, and may invest in preferredstocks, convertible securities and warrants. The Fund typicallyinvests in issuers with a market capitalization of more than$4 billion at the time of purchase and may participate in IPOsand in securities offerings that are not registered in the U.S.Under normal circumstances, the Fund aims to remain fullyinvested in equities, holding cash and cash equivalents primarilyduring periods of investment reallocation, or in connection withpurchases of or redemptions from the Fund.

The portfolio managers select companies without beingconstrained by the MSCI ACWI benchmark and, therefore, theremay be listings in the benchmark that are not included in theFund’s portfolio and holdings in the Fund’s portfolio that are notincluded in the benchmark. The portfolio managers focus oncompany research and the long-term outlook of companies andindustries. Ideas can come from a wide variety of sources,including, but not limited to, research trips, company meetings,and relationships with industry thought leaders and academicinstitutions. Stock ideas are normally researched to assess arange of factors, including: long-term growth potential,geographic and industry positioning, competitive advantage,

management, financial strength and valuation. The intendedoutcome is a diversified portfolio of between 70 and 120 growthcompanies with the potential to outperform the benchmark overthe long term. The process can result in significant exposure to asingle country or a small number of countries. The Fund aims tohold securities for long periods (typically 5 years), which resultsin relatively low portfolio turnover and is in line with the Fund’slong-term investment outlook.

The portfolio managers employ a bottom-up stock-pickingapproach that seeks to make long-term investments in well-managed businesses with genuine and sustainable competitiveadvantages. The portfolio managers seek to identify companiesthat are likely to generate above average growth in earnings andcash flows over the long term, based on fundamental research.The Manager’s fundamental research process focuses on: (i) theopportunity for an issuer to deliver superior returns; (ii) the abilityof the issuer to execute on that opportunity; and (iii) the currentmarket valuation of the issuer.



Much like other actively-managed long equity growth strategiesmaintained by the Manager and represented by other Fundsincluded in this prospectus, the Fund’s portfolio managers focustheir selection of individual holdings around seeking to generate“alpha,” or investment returns that are differentiated from thebaseline returns of the overall equity markets in which the Fundinvests. The inclusion of “alpha” in the Fund’s name does notreflect any greater or lesser correlation with or reference to anybenchmark index’s constituents or returns than for other series ofthe Trust without “alpha” in their names.





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Baillie Gifford Global Stewardship Equities Fund

Investment ObjectiveBaillie Gifford Global Stewardship Equities Fund seeks capitalappreciation.

Investment StrategiesThe Fund seeks to meet its objective by investing in a globalportfolio of equity securities of issuers located in countries withdeveloped and with emerging markets. In seeking to meet itsinvestment objective, the Fund considers stewardship and ESGfactors.

Under normal circumstances, the Fund invests at least 80% of itsnet assets (plus any borrowings for investment purposes) inequity securities. The Fund invests in equity securities eitherdirectly or indirectly, such as through depositary receipts, andmay invest in preferred stocks, convertible securities andwarrants. The Fund invests predominantly in a diversifiedportfolio of securities issued by companies located in countriesrepresented in the MSCI ACWI Index, cash and cash equivalents.

In addition, under normal circumstances, the Fund will invest atleast 40% of its total assets in securities of companies locatedoutside the U.S. when market conditions are favorable, but, whenmarket conditions are not favorable, will invest at least 30% of itstotal assets in companies located outside the U.S. For purposesof establishing whether a 40% or 30% threshold applies whenmeasuring the test described in the prior sentence, the Managerwill determine, in its sole discretion, whether market conditionsare favorable and in making such determination may considerany factors it deems relevant, including but not limited to: therelative prospects for growth among U.S. and non-U.S.companies; long- or short-term fluctuations, or expectedfluctuations, in currency exchange rates; the relative monetary orfiscal health of the U.S. compared to other countries; the relativemarket stability, or expected stability, of the U.S. compared toother countries; and the relative weighting of the U.S. and non-U.S. countries on global equity market indices. The Fund’sinvestment universe includes invest in issuers located inemerging markets.

Although the Fund retains the ability to invest in issuers of anymarket capitalization, the Fund typically invests primarily inissuers with a market capitalization of approximately $1.5 billionor more at the time of purchase. The Fund may participate inIPOs and in securities offerings that are not registered in the U.S.Under normal circumstances, the Fund aims to remain fullyinvested in equities, holding cash and cash equivalents primarilyduring periods of investment reallocation, or in connection withpurchases of or redemptions from the Fund.

The portfolio managers select companies without beingconstrained by the MSCI ACWI benchmark and, therefore, theremay be listings in the benchmark that are not included in theFund’s portfolio and holdings in the Fund’s portfolio that are notincluded in the benchmark. The portfolio managers focus oncompany research and the long-term outlook of companies andindustries. Ideas can come from a wide variety of sources,including, but not limited to, research trips, company meetings,and relationships with industry thought leaders and academicinstitutions. Stock ideas are normally researched to assess arange of factors, including: long-term growth potential,

geographic and industry positioning, competitive advantage,management, financial strength and valuation. The intendedoutcome is a diversified portfolio of between 70 and 90 growthcompanies with the potential to outperform the benchmark overthe long term. The process can result in significant exposure to asingle country or a small number of countries, which in recentperiods have included Japan and China. The Fund expects toinvest in Chinese companies, among other means, through ChinaA shares, which are common stocks and other equity securitiesthat are listed or traded on a Chinese stock exchange and whichare quoted in renminbi. The Fund aims to hold securities for longperiods (typically 5 years), which results in relatively low portfolioturnover and is in line with the Fund’s long-term investmentoutlook. Portfolio construction decisions are made by a single,central team, which consists of the individual portfolio managers,alongside members of the Manager’s dedicated Governance andSustainability team. The latter provides specialized input intoconsideration of stewardship and related ESG issues.

The portfolio managers employ a bottom-up stock-pickingapproach that seeks to make long-term investments in well-managed businesses with genuine and sustainable competitiveadvantages. The portfolio managers seek to identify companiesthat are likely to generate above average growth in earnings andcash flows, based on fundamental research. The portfoliomanagers’ construction process takes into account considerationof ESG and stewardship factors, as described in more detailbelow.

In selecting investments for the Fund, the portfolio managementteam conducts a stewardship analysis, which focuses on anumber of different aspects relating to the control, oversight andmanagement of a company. Despite extensive regulation and thecreation of a number of national-level corporate governancecodes, companies still have broad discretion over how theychoose to be incorporated, governed and operated. As long-terminvestors, the portfolio management team pays close attention tothese variables, taking particular interest in the following areas ofa company’s business:

— the capital structure, articles of incorporation, and thecountry or countries of incorporation and listing;

— the treatment and protection of minority shareholders;

— the support of and commitment to sustainable businesspractices;

— the alignment of interests between management, strategicshareholders and other investors;

— the composition and effectiveness of the Board of Directors,the quality and performance of management, and theremuneration of key employees;

— the corporate culture and approach to sustainable business,and the management of relationships with customers,employees, suppliers, regulators and the wider community.

The portfolio management team’s ongoing assessment ofcorporate governance issues influences how the Fund votes atcompany shareholder meetings and how the portfolio managersengage with management. Stewardship is defined by thiscombination of ongoing company monitoring and research and‘active ownership’ through voting and engagement.



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In incorporating stewardship in its investment process, theportfolio management team also performs an ESG analysis oncompanies considered for inclusion in the Fund’s portfolio. Thisanalysis is supported by bespoke research conducted byanalysts from members of the Manager’s dedicated Governanceand Sustainability team using a range of different informationsources including corporate reports, monitoring services andspecialist ESG data providers. This bespoke work is thenaugmented and compared to external data sources, including theUnited Nations Global Compact for business, which cover areasincluding human rights, labor rights, environmental safeguardsand combating bribery and corruption (collectively, the “Third-Party Reports”). The ESG analysis is reviewed by the portfoliomanagers as part of the discussion of the broader investmentcase for each current and potential portfolio holding. TheManager considers a company’s supportive contributions to ESGmatters as a positive factor when making investment decisions.The portfolio managers will also seek to identify any Fundholdings where the Manager may have the ability to influencecompany management with respect to stewardship or ESGissues and may attempt to proactively engage management ofthe companies on the issues identified.

In addition to the ESG analysis described above, the Managerincorporates multiple qualitative and quantitative screens to avoidinvestments in issuers engaged in certain activities and businesslines that the Manager believes are environmentally or sociallyharmful, as well as to avoid issuers failing to take sufficientactions the Manager believes to be environmentally or sociallybeneficial. For example, the Fund will not invest in any companythat derives more than 10 percent of its annual revenues fromone or more of the following activities: (a) the production or saleof tobacco, armaments or alcohol; (b) gambling or adultentertainment related activities; and (c) fossil fuel extraction.

The Manager generally will not invest in a company which doesnot pass the Manager’s qualitative screens and assessments,including those based on the company’s performance withrespect to principles laid out in the Third-Party Reports selectedby the portfolio management team. If the Manager becomesaware that a current holding fails to pass an investment screen,the Manager will seek to dispose of such holding in an orderlymanner over a reasonable period of time, taking into account theliquidity of the holding and other market factors. The portfoliomanagers may sell a holding if they determine there has been amaterial deterioration in the investment case or the Manager’sESG assessment of the company or as appropriate to makeother investments or meet redemptions.






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Baillie Gifford International Alpha Fund

Investment ObjectiveBaillie Gifford International Alpha Fund seeks capitalappreciation.

Investment StrategiesThe Fund seeks to meet its objective by investing in aninternational portfolio of equities, which include common stockand other equity securities, of issuers located in countries ofdeveloped and emerging markets.

Under normal circumstances, the Fund invests at least 80% of itsnet assets (plus any borrowings for investment purposes) incommon stocks and other equity securities. The Fund investspredominantly in securities issued by companies located incountries represented in the MSCI ACWI (ex U.S.) Index, whichincludes issuers from a range of developed and emerging marketcountries. The Fund ordinarily invests in securities of issuerslocated in at least three countries outside the U.S. The Fundinvests in equity securities either directly or indirectly, such asthrough depositary receipts, and may invest in preferred stocks,convertible securities and warrants. The Fund is not constrainedwith respect to market capitalization and may participate in IPOsand in securities offerings that are not registered in the U.S.Under normal circumstances, the Fund aims to remain fullyinvested in equities, holding cash and cash equivalents primarilyduring periods of investment reallocation, or in connection withpurchases of or redemptions from the Fund.

The portfolio managers principally select companies withoutbeing constrained by the MSCI ACWI (ex U.S.) benchmark and,therefore, there may be listings in the benchmark that are notincluded in the Fund’s portfolio and holdings in the Fund’sportfolio that are not included in the benchmark. The portfoliomanagers focus on company research and the long-term outlookof companies and industries. Ideas can come from a wide varietyof sources, including, but not limited to, research trips, companymeetings, and relationships with industry thought leaders andacademic institutions. Stock ideas are normally researched toassess a range of factors, including: long-term growth potential,geographic and industry positioning, competitive advantage,management, financial strength and valuation. The intendedoutcome is a diversified portfolio of between 70 and 110 growthcompanies with the potential to outperform the benchmark overthe long term. The process can result in significant exposure to asingle country or a small number of countries, which in recentperiods have included Japan and China. The Fund expects toinvest in Chinese companies, among other means, through ChinaA shares, which are common stocks and other equity securitiesthat are listed or traded on a Chinese stock exchange and whichare quoted in renminbi. The Fund aims to hold securities for longperiods (typically 5 years), which results in relatively low portfolioturnover and is in line with the Fund’s long-term investmentoutlook.

The portfolio managers employ a bottom-up stock-pickingapproach that seeks to make long-term investments in well-managed businesses with genuine and sustainable competitiveadvantages. The portfolio managers seek to identify companiesthat are likely to generate above average growth in earnings andcash flows, based on fundamental research. The Manager’s

fundamental research process focuses on: (i) the opportunity foran issuer to deliver superior returns; (ii) the ability of the issuer toexecute on that opportunity; and (iii) the current market valuationof the issuer.



The inclusion of “alpha” in the Fund’s name does not reflect anygreater or lesser correlation with or reference to any benchmarkindex’s constituents or returns than for other series of the Trustwithout “alpha” in their names.





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Baillie Gifford International Concentrated Growth EquitiesFund

Investment ObjectiveBaillie Gifford International Concentrated Growth Equities Fundseeks capital appreciation.

Investment StrategiesThe Fund seeks to meet its objective by investing in aninternational portfolio of common stocks and other equitysecurities of issuers located in countries of developed andemerging markets.

Under normal circumstances, the Fund invests at least 80% of itsnet assets (plus any borrowings for investment purposes) inequity securities. The Fund may invest up to 20% of its netassets in common stocks and other equities of companieslocated in the U.S. The Fund invests in equity securities eitherdirectly or indirectly, such as through depositary receipts, andmay invest in preferred stocks, convertible securities andwarrants. The Fund is not constrained with respect to marketcapitalization and may participate in IPOs and in securitiesofferings that are not registered in the U.S. Under normalcircumstances, the Fund aims to remain fully invested in equities,holding cash and cash equivalents primarily during periods ofinvestment reallocation, or in connection with purchases of orredemptions from the Fund.

The portfolio managers principally select companies withoutbeing constrained by the MSCI ACWI (ex U.S.) benchmark and,therefore, there may be listings in the benchmark that are notincluded in the Fund’s portfolio and holdings in the Fund’sportfolio that are not included in the benchmark. The portfoliomanagers focus on company research and the long-term outlookof companies and industries. Ideas can come from a wide varietyof sources, including, but not limited to, research trips, companymeetings, and relationships with industry thought leaders andacademic institutions. Stock ideas are normally researched toassess a range of factors, including: long-term growth potential,geographic and industry positioning, competitive advantage,management, financial strength and valuation. The intendedoutcome is a portfolio of between 20 and 35 growth companieswith the potential to outperform the benchmark over the longterm. However, depending on market conditions, the number ofholdings may be fewer than 20 or greater than 35 if the portfoliomanagers determine that a smaller or larger number of holdingsis in the best interest of the Fund. The process can result insignificant exposure to a single country or a small number ofcountries, which in recent periods have included Japan andChina. The Fund expects to have considerable exposure toChinese companies, including through China A shares, which arecommon stocks and other equity securities that are listed ortraded on a Chinese stock exchange and which are quoted inrenminbi. The Fund is a non-diversified fund, which means that itmay invest a relatively large percentage of its assets in a smallnumber of issuers, industries, or sectors. The Fund aims to holdsecurities for long periods (typically 5-10 years), which results inrelatively low portfolio turnover and is in line with the Fund’s long-term investment outlook.

The portfolio managers employ a bottom-up stock-pickingapproach that seeks to make long-term investments in well-managed businesses with genuine and sustainable competitiveadvantages. The portfolio managers seek to identify companiesthat are likely to generate above-average growth in earnings andcash flows, based on fundamental research. The Manager’sfundamental research process focuses on: (i) the opportunity foran issuer to deliver superior returns; (ii) the ability of the issuer toexecute on that opportunity; and (iii) the current market valuationof the issuer. Portfolio construction decisions are then taken bythe portfolio managers, acting as a single, central team.







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Baillie Gifford International Growth Fund

Investment ObjectiveBaillie Gifford International Growth Fund seeks capitalappreciation.

Investment StrategiesThe Fund seeks to meet its objective by investing in a diversified,international portfolio of common stocks and other equitysecurities of issuers located in countries of developed andemerging markets.

The Fund invests predominantly in securities issued bycompanies located in countries outside the U.S., including arange of developed and emerging market countries. The Fundmay, however, invest up to 10% of its net assets in commonstocks and other equities of companies located in the U.S. Undernormal circumstances, the Fund invests in securities of issuerslocated in at least three countries outside the U.S. and typicallymaintains substantial exposure to emerging markets. The Fundinvests in equity securities either directly or indirectly, such asthrough depositary receipts, and may invest in preferred stocks,convertible securities and warrants. The Fund is not constrainedwith respect to market capitalization and may participate in IPOsand in securities offerings that are not registered in the U.S. Inselecting companies for investment, the portfolio managersgenerally consider issuers in both developed and emergingmarkets. Under normal circumstances, the Fund aims to remainfully invested in equities, holding cash and cash equivalentsprimarily during periods of investment reallocation, or inconnection with purchases of or redemptions from the Fund.

The portfolio managers select companies without beingconstrained by the MSCI ACWI ex U.S. benchmark and,therefore, there may be listings in the benchmark that are notincluded in the Fund’s portfolio and holdings in the Fund’sportfolio that are not included in the benchmark. The portfoliomanagers focus on company research and the long-term outlookof companies and industries. Ideas can come from a wide varietyof sources, including, but not limited to, research trips, companymeetings, and relationships with industry thought leaders andacademic institutions. Stock ideas are normally researched toassess a range of factors, including: long-term growth potential,geographic and industry positioning, competitive advantage,management, financial strength and valuation. The intendedoutcome is a diversified portfolio of between 50 and 60 growthcompanies with the potential to outperform the benchmark overthe long term. The process can result in significant exposure to asingle country or a small number of countries, which in recentperiods have included Japan and China. The Fund expects tohave considerable exposure to Chinese companies, includingthrough China A shares, which are common stocks and otherequity securities that are listed or traded on a Chinese stockexchange and which are quoted in renminbi. The Fund aims tohold securities for long periods (typically 5 years), which resultsin relatively low portfolio turnover and is in line with the Fund’slong-term investment outlook. Because the Fund aims to holdsecurities for long periods, the Fund does not expect to activelyreduce its holdings of shares of particular issuers (other than inresponse to purchase and redemption requests) even if marketmovements cause the Fund to operate as a non-diversifiedcompany for an extended period of time.

The portfolio managers employ a bottom-up stock-pickingapproach that seeks to make long-term investments in well-managed businesses with genuine and sustainable competitiveadvantages. The portfolio managers seek to identify companiesthat are likely to generate above average growth in earnings andcash flows, based on fundamental research. The Manager’sfundamental research process focuses on: (i) the opportunity foran issuer to deliver superior returns; (ii) the ability of the issuer toexecute on that opportunity; and (iii) the current market valuationof the issuer.







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Baillie Gifford International Smaller Companies Fund

Investment ObjectiveBaillie Gifford International Smaller Companies Fund seekscapital appreciation.

Investment StrategiesThe Fund seeks to meet its objective by investing in aninternational portfolio of common stocks of smaller companieslocated in countries of developed and emerging markets.

When selecting companies for initial inclusion in the Fund’sportfolio, the Fund seeks to invest in companies with a marketcapitalization in the region of $2 billion or lower. The Fund maycontinue to hold, and may increase its investment in, portfoliocompanies whose market capitalization subsequently increases.The Fund typically will not seek to increase the percentage of itsportfolio invested in any company whose market capitalization isin excess of $5 billion. However, in cases where the marketcapitalization of a portfolio company has increased above$5 billion, the Fund may continue to purchase additional sharesof that company so long as the percentage of the Fund’sportfolio represented by that company will be the same as orlower than it was before the company’s market capitalizationincreased above $5 billion. The Fund expects over time to have asubstantial portion of its portfolio invested in companies with amarket capitalization in excess of $2 billion. However, undernormal circumstances, the Fund invests at least 80% of its netassets (plus any borrowings for investment purposes) insecurities of smaller companies. The Manager currently definesa “smaller company” as a company with a market capitalizationthat does not exceed $10 billion.

In addition, under normal circumstances, the Fund will investprimarily in companies located outside the U.S. The Fundordinarily invests in securities of issuers located in at leastthree countries outside the U.S., although the Fund may focus itsinvestments in a small number of countries or regions. The Fundinvests in equity securities either directly or indirectly, such asthrough depositary receipts, and may invest in preferred stocks,convertible securities and warrants. The Fund may participate inIPOs and in securities offerings that are not registered in the U.S.In some emerging markets, the Fund may invest in companiesthat qualify as smaller companies but still are among the largestin that market. Under normal circumstances, the Fund aims toremain fully invested in equities, holding cash and cashequivalents primarily during periods of investment reallocation, orin connection with purchases of or redemptions from the Fund.

The portfolio managers may sell a holding if they determine therehas been a material deterioration in the investment case, asappropriate to make other investments or meet redemptions, orwhen the issuing company’s market capitalization has increasedso substantially that the portfolio managers no longer consider itappropriate for the Fund’s portfolio.

The portfolio managers employ a bottom-up stock-pickingapproach that seeks to make long-term investments in well-managed businesses with genuine and sustainable competitiveadvantages. The portfolio managers principally select companieswithout being constrained by the Fund’s benchmark, the MSCIACWI ex-USA Small Cap Index, and, therefore, there may belistings in the benchmark that are not included in the Fund’s

portfolio and holdings in the Fund’s portfolio that are not includedin the benchmark. The portfolio managers focus on companyresearch and the long-term outlook of companies. Ideas cancome from a wide variety of sources, including, but not limited to,research trips, company meetings, and relationships with industrythought leaders and academic institutions. Stock ideas arenormally researched to assess a range of factors, including:long-term growth potential, geographic and industry positioning,competitive advantage, management, financial strength andvaluation. The intended outcome is a diversified portfolio ofbetween 75 and 175 growth companies with the potential tooutperform the benchmark over the long term. The process canresult in significant exposure to a single country or a smallnumber of countries, which in recent periods has included Japan.The Fund aims to hold securities for long periods (typically5 years), which results in relatively low portfolio turnover and is inline with the Fund’s long-term investment outlook.






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Investment ObjectiveBaillie Gifford Japan Growth Fund seeks capital appreciation.

Investment StrategiesThe Fund will seek to meet its objective by investing in a portfolioof common stocks and other equity securities of issuers locatedin Japan. Under normal circumstances, the Fund will invest atleast 80% of its net assets (plus any borrowings for investmentpurposes) in equity securities of companies located in Japan.The Fund will invest in equity securities either directly orindirectly, such as through depositary receipts, and may invest inpreferred stocks, convertible securities and warrants. The Fund isnot constrained with respect to market capitalization and mayparticipate in IPOs and in securities offerings that are notregistered in the U.S. Under normal circumstances, the Fund willaim to remain fully invested in equities, holding cash and cashequivalents primarily during periods of investment reallocation, orin connection with purchases of or redemptions from the Fund.

The portfolio managers will principally select companies withoutbeing constrained by TOPIX, the Fund’s underlying benchmark,and, therefore, there may be listings in the benchmark that arenot included in the Fund’s portfolio and holdings in the Fund’sportfolio that are not included in the benchmark. The portfoliomanagers focus on company research and the long-term outlookof companies and industries. Ideas can come from a wide varietyof sources, including, but not limited to, research trips, companymeetings, and relationships with industry thought leaders andacademic institutions. Stock ideas are normally researched toassess a range of factors, including: long-term growth potential,geographic and industry positioning, competitive advantage,management, financial strength and valuation. The intendedoutcome is a diversified portfolio of between 35 and 55 growthcompanies with the potential to outperform the benchmark overthe long-term. The Fund aims to hold securities for long periods(typically 5 years), which is expected to result in relatively lowportfolio turnover and be in line with the Fund’s long-terminvestment outlook.

The portfolio managers employ a bottom-up stock-pickingapproach that seeks to make long-term investments in well-managed businesses with genuine and sustainable competitiveadvantages. The portfolio managers seek to identify companiesthat are likely to generate above-average growth in earnings andcash flows, based on fundamental research.







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Baillie Gifford Long Term Global Growth Fund

Investment ObjectiveBaillie Gifford Long Term Global Growth Fund seeks to providelong-term capital appreciation.

Investment StrategiesThe Fund seeks to meet its objective by investing in a portfolio ofglobal equity securities, which include common stock and otherequity securities, without reference to benchmark constraints.

Under normal circumstances, the Fund invests at least 80% of itsnet assets (plus any borrowings for investment purposes) inequity securities. While the portfolio managers are notconstrained by geographic limitations, the Fund ordinarily investsin securities of issuers located in at least six different countries.

In addition, under normal circumstances, the Fund will invest atleast 40% of its total assets in securities of companies locatedoutside the U.S. when market conditions are favorable, but, whenmarket conditions are not favorable, will invest at least 30% of itstotal assets in companies located outside the U.S. For purposesof establishing whether a 40% or 30% threshold applies whenmeasuring the test described in the prior sentence, the Managerwill determine, in its sole discretion, whether market conditionsare favorable and in making such determination may considerany factors it deems relevant, including but not limited to: therelative prospects for growth among U.S. and non-U.S.companies; long- or short-term fluctuations, or expectedfluctuations, in currency exchange rates; the relative monetary orfiscal health of the U.S. compared to other countries; the relativemarket stability, or expected stability, of the U.S. compared toother countries; and the relative weighting of the U.S. and non-U.S. countries on global equity market indices. The Fund mayinvest in issuers located in emerging markets.

The Fund invests in equity securities either directly or indirectly,such as through depositary receipts, and may invest in preferredstocks, convertible securities and warrants. The Fund typicallyinvests primarily in issuers with a market capitalization of morethan $4 billion at the time of purchase and may participate inIPOs and in securities offerings that are not registered in the U.S.Under normal circumstances, the Fund aims to remain fullyinvested in equities, holding cash and cash equivalents primarilyduring periods of investment reallocation, or in connection withpurchases of or redemptions from the Fund.

The portfolio managers select investments without regard to thegeographic, industry, sector, or individual company weightings onany index. The portfolio managers focus on company researchand the long-term outlook of companies and industries. Ideascan come from a wide variety of sources, including, but notlimited to, research trips, company meetings, and relationshipswith industry thought leaders and academic institutions. Stockideas are normally researched to assess a range of factors,including: long-term growth potential, geographic and industrypositioning, competitive advantage, management, financialstrength and valuation. The portfolio managers generally selectsecurities of between 30 and 60 growth companies. The processcan result in significant exposure to a single country or a smallnumber of countries, and the Fund expects to have considerableexposure to Chinese companies including through China Ashares, which are common stocks and other equity securities that

are listed or traded on a Chinese stock exchange and which arequoted in renminbi. The Fund is a non-diversified fund, whichmeans that it may invest a relatively large percentage of its assetsin a small number of issuers, industries or sectors. The Fund aimsto hold securities for long periods (typically 5-10 years), whichresults in relatively low portfolio turnover and is in line with theFund’s long-term investment outlook.

The portfolio managers employ a bottom-up stock-pickingapproach that seeks to make long-term investments in well-managed businesses with genuine and sustainable competitiveadvantages. The portfolio managers seek to identify companiesthat are likely to generate above average growth in earnings andcash flows, based on fundamental research. The Manager’sdisciplined investment framework focuses on: (i) the issuer’sopportunities within its industry, (ii) the issuer’s competitiveadvantages, (iii) the financial strength of the issuer, (iv) how theissuer’s management deploys capital, and (v) the marketvaluation of the issuer.







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Baillie Gifford Positive Change Equities Fund

Investment ObjectiveBaillie Gifford Positive Change Equities Fund seeks capitalappreciation with an emphasis on investing in businesses thatdeliver positive change by contributing towards a moresustainable and inclusive world.

Investment StrategiesThe Fund seeks to meet its objective by investing in a globalportfolio of equities, which include common stock and otherequity securities, of issuers located in countries of developed,emerging, and frontier markets.

Under normal circumstances, the Fund invests at least 80% of itsnet assets (plus any borrowings for investment purposes) inequity securities. The Fund invests predominantly in securitiesissued by companies located in countries represented in theMSCI ACWI Index, cash and cash equivalents.

The Fund invests in equity securities either directly or indirectly,such as through depositary receipts, and may invest in preferredstocks, convertible securities and warrants. The Fund is notconstrained with respect to market capitalization and mayparticipate in IPOs and in securities offerings that are notregistered in the U.S. Under normal circumstances, the Fundaims to remain fully invested in equities, holding cash and cashequivalents primarily during periods of investment reallocation, orin connection with purchases of or redemptions from the Fund.The portfolio managers select companies without beingconstrained by the MSCI ACWI benchmark and, therefore, theremay be listings in the benchmark that are not included in theFund’s portfolio and holdings in the Fund’s portfolio that are notincluded in the benchmark. The portfolio managers focus oncompany research and the long-term outlook of companies andindustries. Ideas can come from a wide variety of sources,including, but not limited to, research trips, company meetings,and relationships with industry thought leaders and academicinstitutions. Stock ideas are normally researched to assess arange of factors, including: long-term growth potential,geographic and industry positioning, competitive advantage,management, financial strength and valuation. The intendedoutcome is a portfolio of between 25 and 50 growth companieswhich the portfolio managers consider to have core ambitions ofdelivering a positive change and with the potential to outperformthe benchmark over the long term. The process can result insignificant exposure to a single country or a small number ofcountries, which in recent periods has included Japan. The Fundis a non-diversified fund, which means that it may invest arelatively large percentage of its assets in a small number ofissuers, industries or sectors. The Fund aims to hold securitiesfor long periods (typically 5-10 years), which results in relativelylow portfolio turnover and is in line with the Fund’s long-terminvestment outlook.

The portfolio managers consider the investment case and thepotential for positive change in tandem. On the investment sideof the process, the portfolio managers employ a bottom-up stock-picking approach that seeks to make long-term investments inwell-managed businesses with genuine and sustainablecompetitive advantages. The portfolio managers seek to identifycompanies that are likely to generate above average growth in

earnings and cash flows, based on fundamental research. TheManager’s fundamental research process focuses on the growthpotential of a company and its competitive advantages.

In seeking to invest in businesses that deliver positive socialimpact, the portfolio managers and Governance & SustainabilityAnalysts who form the Positive Change Portfolio ConstructionGroup focus on the ability of a company to deliver positivechange in at least one of the following four areas:

— Social Inclusion and Education. Companies that(i) contribute to a more inclusive society through businesspractices, products or services, or (ii) are improving thequality or accessibility of education.

— Healthcare. Companies that are actively improving quality oflife in developed and developing countries.

— Environment. Companies committed to improving resourceefficiency and reducing the environmental impact of society’seconomic activities.

— Base of the Pyramid. Companies that are addressing thebasic and aspirational needs of the world’s poorestpopulations.

In order to assess positive change in these areas, the Managerwill monitor the progress of each issuer using metrics and/ormilestones designed by the Manager. With respect to each area,the Manager pursues an active, positive approach; investmentdecisions are generally not made on the basis of negative“screening” of companies viewed as socially irresponsible.

The portfolio managers may sell a holding if they determine therehas been a material deterioration in the investment case or in theissuer’s potential for delivering positive change, or as appropriateto make other investments or meet redemptions.






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Investment ObjectiveBaillie Gifford U.S. Discovery Fund seeks capital appreciation.

Investment StrategiesThe Fund will seek to meet its objective by investing in a portfolioof common stocks and other equity securities of smaller, publiclytraded U.S. companies that are perceived to be innovative andentrepreneurial, such as by disrupting existing markets orcreating entirely new ones, and that have strong growth potential.

In selecting portfolio investments, the portfolio managers seek todiscover innovative and entrepreneurial companies through aprocess that involves considering, among other things, a potentialholding’s market opportunity, competitive edge, corporate culture,and scalability prospects. The inclusion of “discovery” in theFund’s name does not reflect an intent to invest in any particulartype of investment or industry.

When selecting companies for initial inclusion in the portfolio, theportfolio managers focus on publicly traded companies with amarket capitalization in the region of $10 billion or lower at thetime of initial purchase. Because the Fund will be managed inaccordance with an established model investment strategyoperated by the portfolio managers, the Fund’s portfolio isexpected to include a number of companies with marketcapitalizations of greater than $10 billion at the time the Fundcommences investment operations. These are companies thathad market capitalizations of less than $10 billion at the time ofinclusion in the model investment strategy, but which havesubsequently grown. In addition, because the Fund expects tocontinue to hold, and potentially increase its investment in,portfolio companies whose market capitalizations increasesubsequent to the initial purchase, the Fund expects over time tohave a substantial portion of its portfolio invested in companieswith a market capitalization in excess of $10 billion. Undernormal circumstances, the Fund will invest at least 80% of itsassets in securities of small- and mid-capitalization companies,which the Manager defines as companies with marketcapitalizations of $30 billion or less.

Under normal circumstances, the Fund will invest at least 80% ofits net assets (plus any borrowings for investment purposes) insecurities of issuers located in the U.S. The Fund will invest inequity securities either directly or indirectly, such as throughdepositary receipts, and may invest in preferred stocks,convertible securities and warrants. Under normal circumstances,the Fund will aim to remain fully invested in equities, holding cashand cash equivalents primarily during periods of investmentreallocation, or in connection with purchases of or redemptionsfrom the Fund.The Fund may participate in IPOs.

The portfolio managers will select companies without beingconstrained by the Fund’s Benchmark, the Russell 2500 GrowthIndex, and, therefore, there may be listings in the benchmark thatare not included in the Fund’s portfolio and holdings in the Fund’sportfolio that are not included in the benchmark. The portfoliomanagers will employ a bottom-up stock-picking approach thatseeks to make long-term investments in well-managedbusinesses with genuine and sustainable competitiveadvantages. The portfolio managers will seek to identifycompanies that are likely to generate above-average growth inearnings and cash flows, based on fundamental research. Inevaluating potential investments, the portfolio managers will

consider, among other things, the following attributes of thepotential holding:

• Market opportunity—Whether the company looks to drivechange by disrupting existing markets or creating entirelynew ones, which can potentially create growth opportunitiesover the long term.

• Competitive edge—Whether the company exhibits astrengthening competitive position and is able to innovateand meaningfully differentiate itself from peers.

• Corporate culture—The extent to which the company’scorporate culture is aligned with the strengths of thecompany, incentives are structured to encourage innovationin changing conditions, and the company’s management hasa clear sense of purpose and vision.

• Scalability—Whether the company’s business models areinherently scalable, and whether the company’s returns areable to increase over time.

The portfolio managers focus on company research and the long-term outlook of companies and industries. Ideas can come froma wide variety of sources, including, but not limited to, researchtrips, company meetings, and relationships with industry thoughtleaders and academic institutions. Stock ideas are normallyresearched to assess a range of factors, including: long-termgrowth potential, geographic and industry positioning, competitiveadvantage, management, financial strength and valuation. Theintended outcome is a non-diversified portfolio of between 40 and75 growth companies with the potential to outperform thebenchmark over the long term. While the Fund may take smallerinitial positions in a range of companies, the portfolio managersdo not intend to limit their ability to continue to hold or augmentpositions in successful companies, which can naturally result,over time, in a significant percentage of the Fund’s portfolio beingattributable to a small number of companies. For this and otherreasons, the Fund intends to operate as a non-diversified fund,which means that it may invest a relatively large percentage of itsassets in a small number of issuers, industries, or sectors. TheFund aims to hold securities for long periods (typically 5-10years), which is expected to result in relatively low portfolioturnover and be in line with the Fund’s long-term investmentoutlook.

The portfolio managers may sell a holding if they determine therehas been a material deterioration in the investment case or asappropriate to make other investments or meet redemptions.Subject to adhering to the Fund’s investment policies, theportfolio managers will not look to sell the Fund’s holdings basedon market capitalization alone. In response to adverse market,economic, political or other conditions, the Fund may deviatefrom its investment policies by taking temporary defensivepositions with some or all of its assets in high quality incomesecurities, cash or cash equivalents. As a result, during suchconditions, the Fund may not achieve its investment objective.





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Baillie Gifford U.S. Equity Growth Fund

Investment ObjectiveBaillie Gifford U.S. Equity Growth Fund seeks capitalappreciation.

Investment StrategiesThe Fund seeks to meet its objective by investing in a portfolio ofequities, which include common stock and other equity securities,of issuers located in the U.S.

The portfolio managers seek to identify exceptional growthbusinesses in the U.S. and to own them for long enough that theadvantages of their business models and the strength of theircultures support positive relative performance over the long term.

Under normal circumstances, the Fund invests at least 80% of itsnet assets (plus any borrowings for investment purposes) incommon stocks and other equity securities of companies whoseprincipal activities are in the U.S. The Fund invests in equitysecurities either directly or indirectly, such as through depositaryreceipts, and may invest in preferred stocks, convertiblesecurities and warrants. The Fund typically invests primarily inissuers with a market capitalization of more than $1.5 billion atthe time of purchase and may participate in IPOs. Under normalcircumstances, the Fund aims to remain fully invested in equities,holding cash and cash equivalents primarily during periods ofinvestment reallocation, or in connection with purchases of orredemptions from the Fund.

The portfolio managers employ a bottom-up stock-pickingapproach that seeks to make long-term investments in well-managed businesses with genuine and sustainable competitiveadvantages. The portfolio managers select companies withoutbeing constrained by a benchmark and, therefore, there may belistings in the benchmark that are not included in the Fund’sportfolio and holdings in the Fund’s portfolio that are not includedin the benchmark. The portfolio managers generally invest in aportfolio of between 30 and 50 growth companies. The portfoliomanagers focus on company research and the long-term outlookof companies and industries. Ideas can come from a wide varietyof sources, including, but not limited to, research trips, companymeetings, and relationships with industry thought leaders andacademic institutions. Stock ideas are normally researched toassess a range of factors, including: long-term growth potential,geographic and industry positioning, competitive advantage,management, financial strength and valuation. The Fund is anon-diversified fund, which means that it may invest a relativelylarge percentage of its assets in a small number of issuers,industries or sectors. The Fund aims to hold securities for longperiods (typically 5-10 years), which results in relatively lowportfolio turnover and is in line with the Fund’s long-terminvestment outlook.

The portfolio managers believe a long-term investment horizoncan allow the Fund to harness the asymmetry inherent in equitymarkets that allows successful investments to outpace losses insimilarly sized positions that fail to thrive.


In response to adverse market, economic, political or otherconditions, the Fund may deviate from its investment policies bytaking temporary defensive positions with some or all of itsassets in high quality income securities, cash or cashequivalents. As a result, during such conditions, the Fund maynot achieve its investment objective.





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Selected Investment Techniques and TopicsIn addition to the principal investment strategies discussed above,the Funds may engage in certain non-principal investmentstrategies. Additional context and details regarding both the Funds’principal investment strategies and the Funds’ non-principalinvestment strategies are provided below.

Active and Frequent TradingThe Funds generally will not engage in active and frequenttrading of portfolio securities as part of their ordinary-courseefforts to achieve their principal investment strategies. However,unusual market conditions may trigger increased trading and/orportfolio turnover for a Fund to the extent the relevant investmentteam deems such actions necessary or appropriate. A higherportfolio turnover rate may indicate higher transaction costs andmay result in higher taxes when Fund shares are held in ataxable account. These transaction costs affect the Fund’sperformance.

“Alpha” FundsThe inclusion of the word “Alpha” in the name of certain Funds isnot meant to suggest a specific investment style or that a Fundtargets a specific return over and above its benchmark index. Norshould the word “Alpha” be interpreted as claiming any higherdegree of active management than any other Fund.

Capitalization Criteria and Investment LimitationsUnless otherwise stated, all market capitalization criteria andpercentage limitations on Fund investments listed in thisProspectus will apply at the time of investment. A Fund would notviolate these limitations unless an excess or deficiency occurs orexists immediately after and as a result of an investment.

References to assets in the percentage limitations on the Funds’investments refer to total assets, unless otherwise indicated.

Unless otherwise stated, when a Fund is described as investingin a particular type of security or other instrument, the Fund maymake such investments directly or indirectly. Indirect exposuremay be achieved through a combination of multiple instrumentsor through a combination of one or more investment instrumentsand cash or cash equivalents. Indirect investments may includedepositary receipts, derivatives (based on either notional ormark-to-market value depending on the instrument andcircumstances), placement warrants or other structured products.Indirect exposure may also be gained through investments inoperating companies and pooled vehicles such as mutual funds,exchange traded funds (“ETFs”), private funds, and non-U.S.investment vehicles. Because the Funds are subject to variousregulatory requirements and limitations, a Fund’s ability to obtaindirect exposure to certain asset classes and investments may beprevented or restricted.

Cash BalancesAlthough each Fund will aim to remain fully invested in equities,each Fund may hold uninvested cash balances at the Fund’scustodian or invest in cash equivalent securities, such as moneymarket funds, in order to facilitate daily portfolio operations and totake temporary defensive positions.

Considerations Related to Large ShareholdersTo the extent that a significant portion of a Fund’s shares are heldby a limited number of shareholders or their affiliates, there is arisk that the subscription and redemption activities of theseshareholders with regard to Fund shares could disrupt such Fund’sinvestment strategies, which could have adverse consequences forthe Fund and other shareholders. Such subscriptions could causethe Fund to maintain larger-than-expected cash positions pendingacquisition of investments. A redemption by a large shareholdercould require the Fund to sell investments, including atinopportune times, and could result in the Fund recognizingsignificant capital gains, including short-term capital gains, thatwould be distributed to shareholders in order for the Fund to meetthe requirements for qualification as a regulated investmentcompany and avoid a Fund-level tax. In addition, institutionalseparate accounts managed by the Manager may invest in a Fundand, therefore, the Manager at times may have discretionaryauthority over redemption decisions by a significant portion of theinvestor base holding shares of a Fund. In such instances, theManager’s decision to make changes to or rebalance itsclient’s allocations in the separate accounts may impact theFund’s performance.

CPO ExemptionThe Manager is registered as a commodity pool operator(“CPO”) with the Commodity Futures Trading Commission(“CFTC”) and is a member of the National Futures Association(the “NFA”). However, the Manager has filed with the NFA anotice with respect to the Funds claiming an exclusion from thedefinition of the term CPO under the Commodity Exchange Act,as amended, and the rules of the CFTC promulgated thereunder.As a result, the Manager, as adviser to the Funds, is not currentlysubject to registration or regulation as a CPO with respect to theFunds. However, if in the future a Fund no longer meets themarketing or de minimis trading qualifications for this exclusion,the Manager would withdraw its notice with respect to the Fundclaiming exclusion from the definition of a CPO, and the Manager,as adviser to such Fund, would be subject to registration andregulation as a CPO with respect to such Fund.

Currency HedgingThe Funds have not historically used, but may in the future use,various investment products to hedge the risks to the Funds fromexposure to local currency movements. These products includecurrency forward contracts and options thereon, and options and“spot” transactions directly in foreign currencies.

New financial products and risk management techniquescontinue to be developed and the Funds may use these newinvestments and techniques to the extent they are consistent withthe Funds’ investment objectives and strategies.

Emerging MarketsCertain Funds may invest in issuers located in emerging markets.The Funds consider emerging markets countries to be comprisedof those that are not categorized by MSCI as developed markets,excluding frontier markets.

Frontier MarketsCertain Funds may invest in issuers located in frontier markets.The Funds consider frontier markets countries to be comprised ofthose that the Manager considers to be more developed than the



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least developed countries but less developed than emergingmarket countries. Frontier markets include, among others,Croatia, Estonia, Lithuania, Kazakhstan, Romania, Serbia,Slovenia, Kenya, Mauritius, Morocco, Nigeria, Tunisia, Bahrain,Jordan, Kuwait, Lebanon, Oman, Bangladesh, Sri Lankaand Vietnam.

Growth CompaniesEach Fund may invest in growth companies. When assessingwhether a company is “growth,” a Fund considers a range offactors, including, but not limited to, the ability of the company togrow earnings faster than the market expects.

Illiquid SecuritiesA Fund may not purchase or otherwise acquire any illiquidsecurities if, immediately after the acquisition, the value of illiquidsecurities held by the Fund would exceed 15% of the Fund’s netassets. The term “illiquid securities” for this purpose meanssecurities that a Fund reasonably expects cannot be sold ordisposed of in current market conditions in seven calendar daysor less without the sale or disposition significantly changing themarket value of the securities.

Illiquid securities may include those securities whose dispositionis restricted by securities laws, such as Rule 144A or privateplacement securities.

If any Fund determines at any time that it owns illiquid securitiesin excess of 15% of its net assets, it will cease to undertake newcommitments to acquire illiquid securities until its holdings nolonger exceed this 15% limit, report the occurrence in compliancewith relevant requirements under the Investment CompanyAct of 1940, as amended (the “1940 Act”), and, depending oncircumstances, may take additional steps to reduce its holdingsof illiquid securities.

Industry Classification of IssuersThe Manager shall make reasonable determinations as to theappropriate issuer industry classification, or sector classificationof security issuers. As part of this determination, the Managermay take into account internal analysis or third party informationsuch as categories, data or methodologies from BloombergIndustry Classification Systems (BICS), Global IndustryClassification Standard (GICS) codes, Standard IndustryClassification (SIC) Codes, North American IndustryClassification System (NAICS) Codes, the FTSE/Dow JonesIndustry Classification Benchmark (ICV system) or any otherreasonable industry classification system (including systemsdeveloped by the Manager). The Manager may use informationdifferently for different industries, sectors or clients. TheManager’s determinations may differ from the determinations ofother investment professionals, or other third parties. Even wherethe Manager generally relies on a particular classification system,it may depart from that system in specific cases at its discretion.

Investing in China through the Stock Connect programs andQFI programFunds that invest in China may invest in China “A” Shares(“A Shares” or “China A Shares”). China A Shares are commonstocks and other equity securities of issuers located in China thatare listed or traded on the Shanghai Stock Exchange, theShenzhen Stock Exchange, or any other stock exchange in Chinaand which are quoted in renminbi (“RMB”). These Funds may

access China A Shares through the Shanghai-Hong Kong StockConnect program and the Shenzhen-Hong Kong Stock Connectprogram (together the “Stock Connect programs”) or throughthe Manager’s qualified foreign investor (“QFI”) license.Historically, investments in stocks, bonds, and warrants listed andtraded on a mainland Chinese stock exchange, investmentcompanies, and other financial instruments (collectively referredto as “China Securities”) approved by the China SecuritiesRegulatory Commission (“CSRC”) were limited for investment bynon-Chinese investors. The CSRC has now granted the Managera QFI license allowing the Manager to invest in China Securitiesand the Funds now have access to the Stock Connect programs.

The Stock Connect programs are securities trading and clearinglink programs that enable international investors to invest inChina A Shares. Trading under the Stock Connect programs issubject to an aggregate daily quota, which limits the maximumnet buy value of cross-boundary trades under each of the StockConnect programs each day. This is monitored by the StockExchange of Hong Kong on a real-time basis and reset everyday. If the daily quota drops to zero or is exceeded, no furtherbuy orders will be accepted for the remainder of that day(although sales of China A Shares are permitted regardless ofthe daily quota). The daily quota is not specific to any oneparticular investor. The Stock Connect programs are also subjectto various other restrictions which may constrain a Fund’s abilityto invest in a particular company at a particular time, such aslimits on when markets are open and trades processed andadditional regulations and listing rules imposed by China and theShanghai and Shenzhen exchanges.

Under the QFI program, there are certain regulatory constraintsincluding, without limitation, restrictions on the types ofinstruments available for purchase by the license holder, theability of the license holder to repatriate funds, and the structureof custodial and brokerage accounts for trading in Chinesesecurities. In particular, with respect to the QFI custodialarrangements, to the extent a Fund’s cash is commingled withthe assets of other clients of a Chinese custodian and theChinese custodian becomes insolvent, a Fund will not have anyproprietary rights to the cash deposited in the account, and aFund will become an unsecured creditor, ranking pari passu withall other unsecured creditors, of the Chinese custodian. Althoughthe relevant QFI regulations have recently been revised to relaxregulatory restrictions on the onshore capital management byQFI license holders (including removing investment quota limitand simplifying routine repatriation of investment proceeds), it isa new development and therefore subject to uncertainties as tohow well it will be implemented in practice, especially at the earlystage. For additional information regarding custody risks that maybe applicable to both the QFI and Stock Connect programs, see“Principal Investment Risks—Non-U.S. Investment Risk” belowand “Risks—Emerging Markets Risk—Custody Risk” in theStatement of Additional Information (the “SAI”).

See also “Principal Investment Risks—China Risk” below.

Investment CompaniesEach Fund may invest in other investment companies, includingETFs, to the extent permitted under the 1940 Act. The 1940 Actplaces limits on each Fund’s ability to invest in other registeredinvestment companies, though the Funds may generally investwithout limitation in unaffiliated unregistered pooled investment



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vehicles, other registered investment companies advised by theManager and, in reliance on available exemptive relief, in ETFs.As a shareholder of these kinds of investment vehicles, a Fundmay indirectly bear fees which are in addition to the fees theFund pays its own service providers. To the extent permitted bylaw, the Funds may invest in collective investment vehicles thatare sponsored by, and advised by, the Manager or an affiliate ofthe Manager (an “Affiliated Vehicle”). Any fee payable to theManager or an affiliate thereof by any Affiliated Vehicle in respectof an investment by a Fund in such Affiliated Vehicle shall bereimbursed to the Fund by the Manager. Therefore, a Fund willonly bear that portion of Affiliated Vehicle expenses payable topersons or entities other than the Manager or its affiliates, andwill not be responsible for fees collected by the Manager at boththe Fund level and the Affiliated Vehicle level.

Location of IssuersA number of the Funds’ policies are determined by reference towhether an issuer is “located in” a particular country or group ofcountries, whether its “principal activities” are in certain regions,or whether the issuer is located outside the U.S. more generally.

In determining where an issuer is located for these purposes, orwhere an issuer’s principal activities are, the Manager willconsider a number of factors (together, designed to determinewhether an issuer is economically tied to a country or region),including but not limited to:

— the markets in which the issuer’s securities are principallytraded;

— where the issuer’s headquarters, principal offices oroperations are located;

— where the issuer is organized;

— the percentage of the issuer’s revenues or profits derivedfrom goods produced or sold, investments made, or servicesperformed in the relevant country;

— the Manager’s own internal analysis; and

— information provided by third party data analytics serviceproviders.

No single factor will necessarily be determinative nor must all bepresent for the Manager to determine where an issuer is located.The Manager may weight these factors differently with respect todifferent geographic policies, different countries or different seriesof the Trust.

The categorization for compliance testing purposes may differfrom how different portfolio managers, investment professionals,or third parties assign the location of individual issuers.

Portfolio HoldingsA description of the Trust’s policies and procedures with respectto the disclosure of the Funds’ portfolio securities is available inthe SAI.

Further InformationFurther information about the Funds’ investment strategies andinvestment instruments is available in the SAI.

By way of example, the Manager may consider acompany that is organized in the U.S., with itsprincipal place of business in the U.S. and whosesecurities are traded principally on a U.S.exchange to be located outside the U.S., or tohave its principal activities outside the U.S., if, forinstance, more than 50% of the company’srevenues are derived from activity outside the U.S.This may be true even if the Manager does notdetermine that the company is located in aspecific non-U.S. country.



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Principal Investment RisksThe value of your shares in a Fund will change with the value ofthe Fund’s investments. Many factors can affect that value. Thefactors that are most likely to have a material effect on aparticular Fund’s portfolio as a whole are called “principal risks.”

The principal risks most relevant to each Fund are summarized inthe “Fund Summaries.” The risks described below expand on,and add to, the discussion in the “Fund Summaries.” The risksare described in alphabetical order and not in the order ofimportance or potential exposure.

The principal risks applicable to each Fund are identified below,which may include additional risks to those described in the“Fund Summaries.” Each Fund may be subject to additional risksother than those identified below, because the types ofinvestments made by each Fund can change over time. There isno guarantee that a Fund will be able to achieve its investmentobjective. It is possible to lose money by investing in a Fund.

Risks Applicable to Each Fund• Conflicts of Interest Risk

• Equity Securities Risk

• Focused Investment Risk

• Growth Stock Risk

• Government and Regulatory Risk

• Information Technology Risk

• Investment Style Risk

• IPO Risk

• Liquidity Risk

• Long-Term Investment Strategy Risk

• Market Disruption and Geopolitical Risk

• Market Risk

• Service Provider Risk

• Small- and Medium-Capitalization Securities Risk

• Valuation Risk



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Additional Risks New and Large- Smaller- Socially

Emerging Frontier Geographic Capitalization Sized Non- Non-U.S. Responsible UnderlyingAsia China Currency Markets Markets Focus Impact Japan Securities Funds Diversification Investment Settlement Investing FundsRisk Risk Risk Risk Risk Risk Risk Risk Risk Risk Risk Risk Risk Risk Risk

Baillie Gifford Asia Ex Japan Fund • • • • • • • • • •

Baillie Gifford China A Shares Growth Fund • • • • • • • • • •

Baillie Gifford China Equities Fund • • • • • • • • • •

Baillie Gifford Developed EAFE All Cap Fund • • • • • • • •

Baillie Gifford EAFE Plus All Cap Fund • • • • • • • • •

Baillie Gifford Emerging Markets Equities Fund • • • • • • • • • •

Baillie Gifford Global Alpha Equities Fund • • • • • • • •

Baillie Gifford Global Stewardship Equities Fund • • • • • • • • • •

Baillie Gifford International Alpha Fund • • • • • • • • •

Baillie Gifford International Concentrated Growth Equities Fund • • • • • • • • • • •

Baillie Gifford International Growth Fund • • • • • • • • •

Baillie Gifford International Smaller Companies Fund • • • • • • • •

Baillie Gifford Japan Growth Fund • • • • • • •

Baillie Gifford Long Term Global Growth Fund • • • • • • • •

Baillie Gifford Positive Change Equities Fund • • • • • • • • • • •

Baillie Gifford U.S. Discovery Fund • • •

Baillie Gifford U.S. Equity Growth Fund • • • •



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Securities and techniques appearing in bold below but nototherwise defined below, are described in greater detail inthe SAI, under the heading “Fund Investments—InvestmentGlossary.”

Asia RiskThe economies of countries in Asia are in all stages of economicdevelopment, and investing in companies located in or withexposure to Asian countries involves certain risks andconsiderations not typically associated with investing in securitiesof U.S. issuers. The economies of many Asian countries, such asHong Kong, South Korea, and Singapore, are heavily dependenton international trade and on only a few industries or commoditiesand, as a result, can be adversely affected by trade barriers,exchange controls and other measures imposed or negotiated bythe countries with which they trade. As export-driven economies,the economies of these countries are affected by developments inthe economies and trade policies of their principal tradingpartners, which may include China, Japan, and the U.S. ManyAsian economies are also intertwined, such that the countriesmay experience recessions at the same time or respond similarlyto adverse events. Also, securities of some companies in Asia canbe less liquid than U.S. or other foreign securities, potentiallymaking it difficult for a Fund to sell such securities at a desirabletime and price.

Furthermore, many Asian economies, such as China, SouthKorea and India, have experienced rapid growth andindustrialization, and there is no assurance that their growth ratewill be maintained. Companies in Asia may be subject to riskssuch as nationalization or other forms of governmentinterference. Some Asian countries have governments withrelatively short histories, which may increase the risk of politicalinstability. Flooding, monsoons and other natural disasters alsocan significantly affect the value of investments.

Additionally, many Asian economies are considered emergingmarket economies. These countries are often characterized byundeveloped financial service sectors, high inflation, frequentcurrency fluctuations, devaluations, or restrictions, political andsocial instability, and less efficient markets. Investments inemerging Asian markets are generally subject to a greater risk ofloss than investments in developed Asian markets. For example,investments in securities of issuers located in India involveheightened risks that include, among others, political and legaluncertainty, greater government control over the economy, andgreater risk of hyperinflation, currency fluctuations, blockage ofcurrency movements, repatriation of capital invested, and thenationalization or expropriation of assets. Moreover, India hasexperienced civil unrest and hostilities with neighboring countries,including Pakistan, and has confronted separatist movements,religious clashes, and border disputes. In addition, the availabilityof financial instruments with exposure to Indian financial marketsmay be substantially limited by the restrictions on foreigninvestors. These factors, coupled with the lack of extensiveaccounting, auditing and financial reporting standards andpractices, as compared to in the U.S., may increase the riskof loss.

Investing in issuers located in Asia also exposes a Fund toadditional risks, as further described in this section under “ChinaRisk”, “Japan Risk”, “Emerging Markets Risk”, “Frontier Markets

Risk”, “Non-U.S. Investment Risk”, and “Market Disruption andGeopolitical Risk” and in the SAI under “Special Risks ofInvesting in Asian Securities” and “Special Risk Considerationsof Investing in China.”

China Risk

Special Risk Considerations of Investing in ChinaInvesting in securities of Chinese issuers, including by investingin China A Shares, involves certain risks and considerations nottypically associated with investing in securities of U.S. issuers inpart because the Chinese government exercises significantcontrol over the Chinese economy through heavy involvement ineconomic and regulatory policy. Certain risks and considerationsof investing in Chinese issuers include among others, morefrequent trading suspensions and government interventions(including by nationalization of assets), currency exchange ratefluctuations or blockages, limits on the use of brokers and onforeign ownership, different financial reporting standards, higherdependence on exports and international trade, restrictions onthe size of permissible positions in individual Chinese issuers,potential for increased trade tariffs, sanctions, embargoes andother trade limitations, greater political, economic, social, legaland tax-related uncertainty, high market volatility caused by anypotential regional territorial conflicts, social instability, or naturaldisasters, and custody risks. U.S. sanctions or other investmentrestrictions could preclude a Fund from investing in certainChinese issuers or cause a Fund to sell investments at adisadvantageous time. Changes to political and economicrelationships, including recent trade disputes and strainedinternational relations, between China and other countries andchanges to China’s socioeconomic systems may adversely affectthe Fund’s investments in China. Additionally, portions of theChinese securities markets may become rapidly andunexpectedly illiquid, as Chinese issuers have the ability tosuspend the trading of their equity securities and have exercisedthat ability in the past in response to market volatility and otherevents. If the liquidity of investments became impaired, it couldmake investments more difficult to value, limit a Fund’s ability toobtain cash to meet redemptions on a timely basis, hinder aFund’s ability to honor redemption requests within the allowabletime period, and force a Fund to sell securities at a reduced priceor under unfavorable conditions.

Stock Connect Investing RiskA Fund may directly invest in A Shares listed and traded on theShanghai Stock Exchange or Shenzhen Stock Exchange throughthe Stock Connect programs, or on such other stock exchangesin China which participate in the Stock Connect programs fromtime to time. A Fund’s investments in Stock Connect A Sharesare generally subject to Chinese securities regulations and listingrules, among other restrictions that may affect a Fund’sinvestments and returns, including daily limits on net purchasesacross the whole stock connect system and transfer restrictions.In addition, when investing through the Stock Connect programs,a Fund will not have access to the full market of China A Shares.Such investments are also subject to heightened tax andsettlement risk and the risk of price fluctuations of A Sharesduring times when the Stock Connect programs are not trading.The Stock Connect programs are relatively new programs.Further developments are likely and there can be no assurance



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as to the programs’ continued existence or whether futuredevelopments regarding the programs may restrict or adverselyaffect a Fund’s investments or returns.

QFI Investing RiskThe Funds may, in the future, directly access securities ofcompanies listed on exchanges located in China through theManager’s QFI license. Investing in securities of Chinese issuersthrough the QFI program presents additional risks. Under the QFIprogram, there are certain regulatory restrictions relating to,among other things, investment scope, repatriation of funds,foreign shareholding limits, and account structure, which couldchange at any time and adversely affect a Fund’s investments.Additionally, there are ongoing uncertainties regarding howrecent changes to the QFI program will be implemented.

Cross-Exchange Trading RiskTrades do not cross between the Shanghai and Shenzhen stockexchanges and a separate broker is assigned for each exchange.If a Fund rebalances across both exchanges, the Fund musttrade out of stocks listed on one exchange with a broker andtrade into stocks on the other exchange with a separate broker.As a result, the Fund may incur additional fees.

Chinese Currency and Repatriation RiskThe Chinese government heavily regulates the domesticexchange of foreign currencies within China. Chinese lawrequires that all domestic transactions must be settled in RMB,which places significant restrictions on the remittance of foreigncurrencies and strictly regulates currency exchange from RMB.There is no assurance that there will always be sufficientamounts of RMB for a Fund to remain fully invested. Anyrestrictions on repatriation of a Fund’s portfolio investments mayhave an adverse effect on a Fund’s ability to meet redemptionrequests or achieve its investment objective.

China A Shares Tax RiskInvestments in A Shares could result in unexpected tax liabilitiesfor a Fund. Chinese law imposes withholding taxes on dividendsand interest paid to foreign investors by companies listed inChina, as well as capital gains realized by such investors, subjectto certain temporary exemptions applicable to capital gains andvalue-added tax on gains realized from investments in A Shares.Application of these rules, including as a result of revocation ofany temporary exemptions, could result in tax liabilities for aFund, which could negatively affect investment returns forshareholders. Any restrictions on repatriation could limit a Fund’sability to satisfy the distribution requirements applicable toregulated investment companies under the Internal RevenueCode of 1986, as amended (the “Code”), and a Fund may berequired to sell other investments (including when it is notadvantageous to do so) to meet such distribution requirements.If a Fund were unable to meet such distribution requirements,the Fund would be subject to U.S. federal income tax at theFund level.

Investing in issuers located in China also exposes a Fund toadditional risks, as further described in this section and under“Asia Risk”, “Emerging Markets Risk”, “Non-U.S. InvestmentRisk”, and “Market Disruption and Geopolitical Risk” and in theSAI under “Special Risks of Investing in Asian Securities” and“Special Risk Considerations of Investing in China.”

Conflicts of Interest RiskThe following does not purport to be a comprehensive list orcomplete explanation of all potential conflicts of interest whichmay affect a Fund. Any Fund may encounter circumstances, orenter into transactions, in which conflicts of interest may arise,which are not listed or discussed below.

Conflicts Relating to the Funds’ Mixed Shareholder BaseDue to the distribution strategy adopted by the Manager, eachFund expects that a significant portion of its shares will be heldby institutional investors such as private defined benefitretirement plans, city and state retirement systems, endowments,foundations, and other pooled investment vehicles, includingother mutual funds. These institutional investors will often havebroader shareholder servicing relationships with the Managerand its affiliates than other Fund shareholders and will likelyreceive information or reporting regarding their accounts that isdifferent from the regular reporting the Fund makes toshareholders as a whole. In some cases, these institutionalinvestors will have separate contractual arrangements with theManager relating to their investment in the Fund. The Managerand the Fund each maintains a code of ethics as well as variousprocedures and guidelines designed to promote equal treatmentand fairness among Fund shareholders and to prevent theinappropriate flow of material, non-public information.Nevertheless, the Manager’s relationships with the Fund’sinstitutional investor base gives rise to various conflicts ofinterest, since the Manager will sometimes have an incentive tofavor those shareholders over other shareholders in the Fund.

Furthermore, one or more of the Manager’s clients may invest inthe Fund and, therefore, the Manager at times may havediscretion to cause a significant portion of the Fund’s investorbase to redeem its investments in the Fund. Such redemptionsmay be made to make changes to or rebalance client allocations,including to the Fund, and may impact the Fund’s performance.In addition, when a significant portion of the Fund’s assets areheld by other clients of the Manager, redemptions from the Fundmay be more correlated with one another, which could have anegative impact on the Fund’s liquidity.

Conflicts Relating to Side-by-Side Management of the Funds andOther AccountsThe Manager serves as investment adviser to various clientsother than the Funds, including institutional separate accountsand other U.S. and non-U.S. pooled investment vehicles. Some ofthese clients may pursue strategies that are substantially similaror nearly identical to investment strategies pursued by a Fund.Other clients may pursue strategies that differ from a Fund’s butwhich involve investments in many of the same securities. This“side-by-side” management gives rise to various potential oractual conflicts of interest. For example, one client may beseeking to invest in (or divest from) the same securities at thesame time as a Fund. In addition, the Manager may invest onbehalf of other clients in a company’s securities issued prior toan IPO. Those client accounts may maintain their holdings,increase their holdings or sell their holdings in connection withthe company’s IPO. Since the Funds would generally invest onlyat the time of, or after, an IPO, the Manager could be subject toconflicts in connection with the Funds’ later investment in thecompany. For example, the Manager could have an incentive tohave the Funds purchase shares at the time of, or after, the IPO



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if doing so would benefit the Manager’s other accounts. While theManager maintains procedures to mitigate such conflicts,including procedures for the fair allocation of trades among itsclients, it may have an incentive to favor some clients over others,particularly where the Manager is acting for a client accountwhose management fee depends on the performance of theaccount. No Fund currently pays a performance fee of any kind,while other accounts managed by the Manager do payperformance fees.

In addition, different client types typically have different clientservice relationships with the Manager. For example, aninstitutional separate account client whose account pursues thesame investment strategy as a Fund may receive different, more,or more timely information regarding investment performance,portfolio holdings, strategy developments and/or the Manager’sgeneral market outlook than shareholders in the Fund. Thisinformational advantage could provide an opportunity for a clientto take actions that may have a detrimental impact on the Fundand its shareholders. For example, earlier reporting of negativenews may cause a client to withdraw its investment with theManager, causing a sale of portfolio securities that furtherdepresses market prices for those securities and negativelyimpacts the net asset value of the Fund, in the event it ismanaged in parallel with that client’s account. The Managermaintains various internal guidelines, procedures and processesto mitigate the conflicts of interest that arise from these diverseclient relationships. Included among these are trade allocationpolicies designed to address potential conflicts in situationswhere two or more funds or accounts participate in investmentdecisions involving the same securities. While these guidelines,procedures and processes are designed to ensure that all theManager’s clients are treated fairly, there is no guarantee thatthey will be effective in all cases.

Conflicts Relating to Investment Personnel Holding Positions inExternal OrganizationsSubject to compliance oversight by the Manager, investmentpersonnel may hold board or other non-executive positions incompanies outside of Baillie Gifford (“External Organizations”),which could expose those individuals to material non-publicinformation (“MNPI”). Any MNPI known could be imputed to theentire Baillie Gifford organization, including the Manager, whichcould impact trading across all Baillie Gifford strategies and limitthe ability of the Manager to execute trades on behalf of theFunds. In addition to impacting a Fund’s ability to trade in theExternal Organization, the possession of MNPI could also restrictthe Manager’s ability to trade the securities of public companiesin which the External Organization also invests alongside theFund. While the Manager has implemented compliancemeasures to mitigate the impact of this risk, there is noguarantee that exposure to MNPI can be completely prevented.Because a Fund might not be able to buy or sell a company’ssecurities during times when the Manager is deemed to be inpossession of MNPI, its performance could be negativelyimpacted. In addition, where a portfolio manager of a Fund holdsan External Organization position, he or she may be restrictedfrom participating in deliberations concerning certain investmentsrelated to that External Organization.

Currency RiskIf a Fund trades in securities quoted or denominated incurrencies other than the U.S. dollar, or receives income in ortakes a long position in a non-U.S. currency, and that currencydeclines in value relative to the U.S. dollar, the return to the Fundwill be reduced. The Funds may invest without limitation insecurities quoted or denominated in currencies other than theU.S. dollar and may hold such currencies directly. The Funds donot expect to engage in currency hedging and thus expect to befully exposed to currency fluctuations relative to the U.S. dollar.

The values of non-U.S. currencies may fluctuate relative to theU.S. dollar in response to, among other factors, changes insupply and demand in the currency exchange markets, tradebalances, actual or perceived interest rate changes, long-termopportunities for investment and capital appreciation, intervention(or failure to intervene) by national governments, central banks,or supranational entities such as the International MonetaryFund, the imposition of currency controls, and other political orregulatory developments. For further information, please see“Market Disruption and Geopolitical Risk” below.

If a Fund trades in securities quoted or denominated in currenciesother than the U.S. dollar, or receives income in or takes a positionin a non-U.S. currency, and that currency becomes illiquid, theFund may not be able to convert that non-U.S. currency into U.S.dollars. As a result, the Manager may decide to purchase U.S.dollars in a parallel market in which the exchange rate ismaterially and adversely different. This will add to the cost oftrading. For further information, please see “Liquidity Risk” below.

Exchange rates for many currencies (e.g., some emergingcountry currencies) are particularly affected by exchange controlregulations.

Emerging Markets RiskInvestments in emerging markets are generally subject to agreater risk of loss than investments in developed markets.

Emerging market economies may experience greater volatility,lower trading volume and liquidity, greater risk of expropriation,nationalization, and social, political and economic instability thanmore established markets. Emerging markets economies mayalso have less developed accounting, legal and regulatorysystems, higher levels of inflation, deflation or currencydevaluation, greater risk of market shut down, and moresignificant governmental limitations on investment policy whencompared with typical developed markets. For example, thePublic Company Accounting Oversight Board, which regulatesauditors of U.S. public companies, is unable to inspect audit workpapers in certain foreign countries. Investors in foreign countriesoften have limited rights and few practical remedies to pursueshareholder claims, including class actions or fraud claims, andthe ability of the Securities and Exchange Commission(the “SEC”), the U.S. Department of Justice and other authoritiesto bring and enforce actions against foreign issuers or foreignpersons is limited.

Settlement and asset custody practices for transactions inemerging markets may differ from those in developed markets.Such differences may include delays in settlement and certainsettlement practices, such as delivery of securities prior to receiptof payment, which increase the likelihood of a “failed settlement.”



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Failed settlements can result in losses. Similarly, the reliability oftrading and settlement systems in some emerging markets maynot be equal to that available in more developed markets, whichmay result in problems realizing investments. See “Non-U.S.Investment Risk” below.

In addition, issuers (including governments) in emerging marketcountries may have less financial stability than in other countries.There is also the potential for unfavorable action such asexpropriation, nationalization, embargo, and acts of war. As aresult, there will tend to be an increased risk of price volatility ininvestments in emerging market countries, which may bemagnified by currency fluctuations relative to the U.S. dollar.

The securities of emerging market companies may trade lessfrequently and in smaller volumes than more widely heldsecurities. They may also be reliant on a few industries,international trade or revenue from particular commodities. Theexistence of overburdened infrastructure and obsolete financialsystems also present risks in certain countries, as doenvironmental problems.

Market disruptions or substantial market corrections may limitvery significantly the liquidity of securities of certain companiesin a particular country or geographic region, or of all companiesin the country or region. A Fund may be unable to liquidate itspositions in such securities at any time, or at a favorable price, inorder to meet such Fund’s obligations. For example, restrictiveinvestment quotas, controls and other dealing limitationsmay apply.

For these and other reasons, investments in emerging marketsare often considered speculative. To the extent any Fund investsin emerging markets, it will be subject to all of the general risksdescribed in this Prospectus as well as special risks (some ofwhich are described in the SAI) that may affect the region wheresuch Fund invests. See also “Frontier Markets Risk” below.

Equity Securities RiskEquity securities represent an ownership interest, or the right toacquire an ownership interest, in an issuer. In addition tocommon stocks, equity securities include, without limitation,preferred stocks, convertible securities and warrants.Different types of equity securities provide different voting anddividend rights and priority in the event of a bankruptcy and/orinsolvency of the issuer. The Funds may invest in, and gainexposure to, common stocks and other equity securities throughpurchasing depositary receipts as described under “DepositaryReceipts” below.

Equity securities may experience significant price volatility, andthe market prices of equity securities can decline in a rapid orunpredictable manner.

The value of a company’s equity securities may fall as a result offactors directly relating to that company, such as decisions oractions taken by its management or employees, which couldinclude fraud or a criminal act, or lower demand for thecompany’s products or services. The value of an equity securitymay also fall because of factors affecting not just the company,but also companies in the same industry or in a number ofdifferent industries, such as increases in production costs.

The value of a company’s equity securities may also be affectedby changes in financial markets that are relatively unrelated tothe company or its industry, such as changes in interest rates orcurrency exchange rates or adverse circumstances involving thecredit markets. In addition, because a company’s equitysecurities rank junior in priority to the interests of bond holdersand other creditors, a company’s equity securities will usuallyreact more strongly than its bonds and other debt to actual orperceived changes in the company’s financial condition orprospects. The market prices of equity securities trading at highmultiples of current earnings often are more sensitive to changesin future earnings expectations than the market prices of equitysecurities trading at lower multiples.

The Funds may invest in the equity securities of issuers withsmaller to medium-sized market capitalizations. See “Small- andMedium-Capitalization Securities Risk” below.

Depositary ReceiptsThe Funds may invest in depositary receipts, including AmericanDepositary Receipts (“ADRs”), European Depositary Receipts(“EDRs”) and Global Depositary Receipts (“GDRs”). ADRs aredollar-denominated receipts issued generally by domesticbanks and representing the deposit with the bank of a security ofa non-U.S. issuer, and are publicly traded on exchanges or over-the-counter in the United States. EDRs are receipts similarto ADRs and are issued and traded in Europe. GDRs may beoffered privately in the United States and also traded in public orprivate markets in other countries. Investments in non-U.S.issuers through ADRs, GDRs, EDRs, and other types ofdepositary receipts generally involve risks applicable to othertypes of investments in non-U.S. issuers, including political,regulatory, and economic risks. Investments in depositaryreceipts may similarly be less liquid and more volatile than theunderlying securities in their primary trading market.

The values of depositary receipts may decline for a number ofreasons relating to the issuers or sponsors of the depositaryreceipts, including, but not limited to, insolvency of the issuer orsponsor. Investing in these instruments exposes a Fund to creditand counterparty risk with respect to the issuer of the ADR, EDRor GDR, in addition to the risks of the underlying investment.There may be less publicly available information regarding theissuer of the securities underlying a depositary receipt than ifthose securities were traded directly in U.S. securities markets.If a depositary receipt is denominated in a different currency thanits underlying securities, the Fund will be subject to the currencyrisk of both the investment in the depositary receipt and theunderlying security. Holders of depositary receipts may also havelimited or no rights to take action with respect to the underlyingsecurities or to compel the issuer of the receipts to take action.

Depositary receipts may be sponsored or unsponsored. Althoughthe two types of depositary receipt facilities are similar, there aredifferences regarding a holder’s rights and obligations and thepractices of market participants. With sponsored facilities, theunderlying issuer typically bears some of the costs of thedepositary receipts (such as dividend payment fees of thedepositary), although most sponsored depositary receipt holdersmay bear costs such as deposit and redemption fees.Depositaries of most sponsored depositary receipts agree todistribute notices of shareholder meetings, voting instructions,



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and other shareholder communications and financial informationto the depositary receipt holders at the underlying issuer’srequest. Holders of unsponsored depositary receipts generallybear all the costs of the facility. The depositary usually chargesfees upon the deposit and redemption of the underlyingsecurities, the conversion of dividends into U.S. dollars or othercurrency, the disposition of non-cash distributions, and theperformance of other services. The depositary of anunsponsored facility frequently is under no obligation to distributeshareholder communications received from the underlying issueror to pass through voting rights with respect to the underlyingsecurities to depositary receipt holders.

Convertible SecuritiesConvertible securities are generally bonds, debentures, notes,preferred stocks, synthetic convertible securities and othersecurities or investments that may be converted or exchanged(by the holder or issuer) into equity securities of the issuer (orcash or securities of equivalent value). A convertible securitymay be called for redemption or conversion by the issuer after aparticular date and under certain circumstances (including aspecified price) established upon issue. If a convertible securityheld by a Fund is called for redemption or conversion, the Fundcould be required to tender it for redemption, convert it into theunderlying common stock or sell it to a third party. A convertiblesecurity will normally also provide income and is subject tointerest rate risk.

Convertible securities typically provide yields lower thancomparable non-convertible securities. Their values may be morevolatile than those of non-convertible securities, reflectingchanges in the values of the securities into which they areconvertible. Convertible securities may also be subordinate toother debt securities issued by the same issuer. Issuers ofconvertible securities are often not as strong financially asissuers with higher credit ratings.

Participatory NotesFrom time to time, a Fund may use participatory notes (“P-Notes”)to gain exposure to securities in certain foreign markets. P-Notesare a type of derivative that generally are traded over-the-counterand constitute general unsecured contractual obligations of thebanks or broker-dealers that issue them. Generally, banks andbroker-dealers associated with non-U.S. based brokerage firmsbuy securities listed on certain foreign exchanges and then issueP-Notes which are designed to replicate the performance of thesecurities and markets. The performance results of P-Notes willnot replicate exactly the performance of the securities or marketsthat the notes seek to replicate due to transaction costs and otherexpenses. The return on a P-Note that is linked to a particularunderlying security generally is increased to the extent of anydividends paid in connection with the underlying security.However, the holder of a P-Note typically does not receive votingor other rights as it would if it directly owned the underlyingsecurity, and P-Notes present similar risks to investing directly inthe underlying security. Additionally, P-Notes entail the risk thatthe counterparty or issuer of the P-Note may not be able to fulfillits obligations, that the holder and counterparty or issuer maydisagree as to the meaning or application of contractual terms, orthat the instrument may not perform as expected. Additionally,while P-Notes may be listed on an exchange, there is no

guarantee that a liquid market will exist or that the counterpartyor issuer of a P-Note will be willing to repurchase suchinstrument when a Fund wishes to sell it. For further informationabout some of the risks, please see “Emerging Markets Risk,”“Liquidity Risk,” “Market Disruption and Geopolitical Risk,” and“Non-U.S. Investment Risk” in this section.

Preferred SecuritiesPreferred stocks (or “preferred securities”) represent equityinterests in a company that generally entitles the holder toreceive, in preference for the holders of other stocks such ascommon stocks, dividends and a fixed share of the proceedsresulting from a liquidation of the company. Preferred securitiesmay pay fixed or adjustable rates of return and are subject toissuer-specific risks.

Dividends for preferred securities are typically paid afterpayments to debt and bond holders. Unlike debt securities,dividend payments on a preferred security typically must bedeclared by the issuer’s board of directors. An issuer’s board ofdirectors is generally under no obligation to pay dividends.A preferred security may therefore lose substantial value if theboard of directors of the issuer decides not to pay dividends.Further, because many preferred securities pay dividends at afixed rate, their market price can be sensitive to changes ininterest rates. If a Fund owns a preferred stock that is deferringits distribution, it may also be required to recognize income fortax purposes despite the fact that it is not receiving currentdistributions with respect to this position.

Preferred security holders commonly have no or limited votingrights with respect to the issuing company, which will limit theability of the Fund to influence the issuer.

Many preferred securities allow holders to convert the preferredsecurities into common stock of the issuer. Consequently, theirmarket price can be sensitive to changes in the value of theissuer’s common stock. Declining common stock values may alsocause the value of the Fund’s investments to decline.

Preferred securities often have call features which allow theissuer to redeem the security at its discretion. The redemption ofa preferred security having a higher than average yield maycause a decrease in the Fund’s yield.

Preferred stocks may trade less frequently and in a more limitedvolume and may be subject to more abrupt or erratic pricemovements than many other securities, such as common stocks,corporate debt securities, and U.S. government securities.

Focused Investment RiskFunds whose investments are focused in related, or a limitednumber of, countries, regions, sectors, companies or industries(e.g., different industries within broad sectors, such as technologyor financial services), or in securities from issuers with highpositive correlations to one another, are subject to greater overallrisk than funds whose investments are more diversified.

A Fund that invests in the securities of a limited number ofissuers is particularly exposed to adverse developments affectingthose issuers. In such cases, a decline in the market price of aparticular security held by the Fund is likely to affect the Fund’sperformance more than if the Fund invested in the securities of alarger number of issuers.



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To the extent that a Fund focuses its investments in securitiesdenominated in a particular foreign currency or in investmentstied economically to (or related to) a narrowly defined geographicarea, it will be subject to increased risks, when compared withmore diversified funds. The political and economic prospects ofone country or group of countries within the same geographicregion may affect other countries in that region. Similarly, arecession, debt crisis or decline in currency valuation in onecountry can spread to other countries. Furthermore, companiesin a particular geographic region or country may be sensitive tothe same events, such as weather, natural disasters, publichealth crises, or events affecting other companies in that regionor country because of common characteristics, risk exposuresand regulatory burdens. Issuers in the same area may also reactsimilarly to specific economic, market, political or otherdevelopments. See also “Non-U.S. Investment Risk” below.

A Fund that focuses its investments in a certain type of issuer willbe particularly vulnerable to events affecting such type of issuer.Also, certain Funds may have greater risk to the extent theyinvest a substantial portion of their assets in a group of relatedindustries (or “sectors”). The industries comprising any particularsector and investments in a particular foreign currency or in anarrowly defined geographic area outside the United States mayshare common characteristics, are often subject to similarbusiness risks and regulatory burdens, and react similarly toeconomic, market, political or other developments.

Furthermore, certain issuers, industries and regions may beadversely affected by the impacts of climate change on thedemand for and the development of goods and services andrelated production costs, and the impacts of legislation,regulation and international accords related to climate change,as well as any indirect consequences of regulation or businesstrends driven by climate change.

Frontier Markets RiskFrontier markets are those emerging markets that are consideredto be among the smallest, least mature and least liquid and, as aresult, may be more volatile and less liquid than investments inmore developed markets or in other emerging market countries.Some of these markets may have unstable governments,economies based on only a few industries and securities marketsthat trade only a limited number of securities. Many frontiermarkets do not have well-developed regulatory systems anddisclosure standards may be less stringent than those of moredeveloped markets. The risks of expropriation, nationalization,and social, political, and economic instability are greater infrontier markets than in more developed markets. These risks,which are characteristic of many emerging markets generally,may be especially heightened in frontier markets, due to political,economic, financial, or other factors.

Geographic Focus RiskA Fund that focuses its investments in a limited number ofcountries or geographic regions will not offer the same level ofdiversification of risks as a more broadly global fund because itwill be exposed to a smaller geographic area. The performanceof a Fund that is less diversified across countries or geographicregions will be closely tied to market, currency, economic,political, environmental, or regulatory conditions anddevelopments in the countries or regions in which the Fund

invests, and may be more volatile than the performance of amore geographically-diversified portfolio.

Government and Regulatory RiskGovernmental and regulatory authorities in the United States andother countries, have taken, and may in the future take, actionsintervening in the markets in which a Fund invests and in theeconomy more generally. Governmental and regulatory authoritiesmay also act to increase the scope or burden of regulationsapplicable to a Fund or to the companies in which a Fund invests.The effects of these actions on the markets generally, and aFund’s investment program in particular, can be uncertain andcould restrict the ability of a Fund to fully implement its investmentstrategies, either generally, or with respect to certain securities,industries, or countries. For example, sanctions or otherinvestment restrictions imposed by governments could preclude aFund from investing in certain issuers or cause a Fund to sellinvestments at a disadvantageous time; new regulations on socialmedia companies or new anti-trust regulations could adverselyaffect the value of certain growth stocks held by a Fund; and newregulations promulgated by securities regulators could increasethe costs of investing in a Fund by increasing expenses borne bythe Fund in order to comply with such regulations.

By contrast, markets in some non-U.S. countries historically havebeen subject to little regulation or oversight by governmental orregulatory authorities, which could heighten the risk of loss dueto fraud or market failures in those countries. For example, aforeign government’s decision not to subject companies touniform accounting, auditing and financial reporting standards,practices, and requirements comparable to those applicable toU.S.-based companies could increase the risk that accountingfraud goes undetected. The lack of government-enforcedoversight may result in investors having limited rights and fewpractical remedies to pursue shareholder claims.

Furthermore, governments, agencies, or other regulatory bodiesmay adopt or change laws or regulations that could adverselyaffect a Fund or the market value of an instrument held by aFund. The Manager cannot predict the effects of any new laws orregulation that may be implemented, and there can be noassurance that any new laws or regulations will not adverselyaffect a Fund’s ability to achieve its investment objective. Forexample, financial entities, such as investment companies andinvestment advisers, are generally subject to extensivegovernment regulation which may change frequently and havesignificant adverse consequences on a Fund. Similarly,investments in certain industries, sectors, or countries may alsobe subject to extensive regulation. Economic downturns andpolitical changes can trigger economic, legal, budgetary, tax, andother regulatory changes. Regulatory changes may impact theway a Fund is regulated or the way a Fund’s investments areregulated, affect the expenses incurred directly by a Fund andthe value of its investments, and limit and/or preclude a Fund’sability to pursue its investment strategy or achieve its investmentobjective.

Growth Stock RiskThe prices of growth stocks may be based largely onexpectations of future earnings, and can decline rapidly andsignificantly in reaction to negative news about various factors,such as earnings, revenues, the economy, political developments,



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or other news. Growth stocks may underperform stocks in otherbroad style categories (and the stock market as a whole) overany period of time. Growth stocks may shift in and out of favorwith investors generally, sometimes rapidly, depending onchanges in market, economic, and other factors. As a result, attimes when it holds investments in growth stocks, the Fund mayunderperform other investment funds that favor differentinvestment styles. Because growth companies typically reinvesttheir earnings, growth stocks typically do not pay dividends atlevels associated with other types of stocks, if at all.

Impact RiskA Fund may not be successful in assessing and identifyingcompanies that have or will have a positive impact or support agiven position. A Fund could invest in companies that ultimatelyhave a negative impact, or no impact, on addressing a globalchallenge, or on environmental, social and/or governance(“ESG”) matters. A company’s position or ability to have animpact (or the Manager’s assessment of a company’s position orpotential impact) may change over time, which could cause aFund to temporarily hold securities that are not consistent witha Fund’s investment principles. In evaluating a company, theManager is dependent upon information and data that may beincomplete, inaccurate or unavailable, which could cause theManager to incorrectly assess a company’s social orenvironmental performance or position. Successfulimplementation of a Fund’s investment strategy will depend onthe Manager’s skill in appropriately identifying and analyzingmaterial ESG factors, and these factors may be evaluateddifferently by different managers, and may mean differentthings to different people. See also “Socially ResponsibleInvesting Risk.”

Information Technology RiskThe Funds, their service providers, and other market participantsincreasingly depend on complex information technology andcommunications systems. These systems are subject to anumber of different threats or risks that could adversely affect theFunds and their shareholders, despite the efforts of the Fundsand their service providers to adopt technologies, processes, andpractices intended to mitigate these risks.

Unauthorized third parties may attempt to improperly access,modify, disrupt the operations of, or prevent access to thesesystems of the Funds, the Funds’ service providers,counterparties, or other market participants or data within thosesystems (each, a “cyber-attack”). Successful cyber-attacksagainst, or security breakdowns of, a Fund, the Manager, or acustodian, transfer agent, or other affiliated or third-party serviceprovider may adversely affect the Funds or their shareholders. Ingeneral, cyber-attacks are deliberate, but unintentional eventsmay have similar effects. Power or communications outages, actsof god, information technology equipment malfunctions,operational errors, and inaccuracies within software or dataprocessing systems may also disrupt business operations orimpact critical data.

Cyber-attacks, and other technical issues may interfere with theprocessing of shareholder or other transactions, affect a Fund’sability to calculate its net asset value, cause the release ofprivate shareholder information or confidential Fund information,impede trading, cause reputational damage, and subject a Fund

to regulatory fines, penalties or financial losses, reimbursementor other compensation costs, and additional compliance costs.They may render records of Fund assets and transactions,shareholder ownership of Fund shares, and other data integral tothe functioning of the Fund inaccessible or inaccurate orincomplete. There is also a risk that cyber-attacks may notbe detected.

Market events may also occur at a pace that overloads currentinformation technology and communication systems andprocesses of the Funds, the Funds’ service providers, or othermarket participants, affecting their ability to conduct the Funds’operations.

Similar types of information technology risks are present forissuers of securities or other instruments in which the Fundsinvest, which could result in material adverse consequences forsuch issuers, and may cause the Funds’ investments tolose value.

The Funds and their service providers have established businesscontinuity and other plans and processes to address thepossibility of cyber-attacks, disruptions, or failures. However,there are inherent limitations in such plans and processes,including that they do not apply to third parties, the possibility thatrisks may not have been identified or new risks may emerge inthe future. The Funds also cannot directly control any informationsecurity plans and systems put in place by their serviceproviders, counterparties, issuers in which the Funds invest, orsecurities markets and exchanges. In addition, such third-partiesmay have limited indemnification obligations to the Manager orthe Funds.

Investment Style RiskThe Manager actively makes investment decisions for the Fundsthrough bottom-up stock selection. Accordingly, each Fund willhave risk characteristics that differ from its benchmark index. TheManager’s judgments about the attractiveness, relative value, orpotential appreciation of a particular stock may prove to beincorrect and cause the Fund to lose money or underperformcompared to its benchmark index. There can be no assurancethat the Manager’s investment decisions will produce the desiredresults. There can also be no assurances that the Manager isable to identify a sufficient number of potential investments tomeet a Fund’s investment strategy. This risk is heightened forFunds with more focused investment strategies that rely onidentifying a small number of companies the Manager believespresent truly outstanding investment opportunities.

IPO RiskEach Fund may purchase securities in IPOs. These securities aresubject to many of the same risks of investing in companies withsmaller market capitalizations. Securities issued in IPOs have notrading history, and information about the companies may beavailable for very limited periods. In addition, the prices ofsecurities sold in IPOs may be highly volatile. At any particulartime or from time to time a Fund may not be able to invest insecurities issued in IPOs, or invest to the extent desired because,for example, only a small portion (if any) of the securities beingoffered in an IPO may be made available to such Fund. Inaddition, under certain market conditions a relatively smallnumber of companies may issue securities in IPOs. Similarly, as



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the number of funds to which IPO securities are allocatedincreases, the number of securities issued to any one fund, ifany, may decrease. The investment performance of a Fundduring periods when it is unable to invest significantly or at all inIPOs may be lower than during periods when the Fund is able todo so. In addition, as a Fund increases in size, the impact ofIPOs on the Fund’s performance will generally decrease.

Japan RiskInvesting in Japan may involve greater geopolitical, economic,and environmental risk than investing in the United States orother developed economies. For example, despite Japan’s recenteconomic growth and emerging economic relationships withneighboring Southeast Asian countries, the growth of theJapanese economy has been behind that of other majordeveloped economies. Part of the reason for this is that Japan,like many Asian countries, is still heavily dependent uponinternational trade, such as oil imports, and thus susceptible tothe adverse effects of trade barriers, exchange controls, andother measures imposed or negotiated by the countries withwhich they trade. One trading partner in particular is China,whose political relationship with Japan has, at times, beenstressed. Such rising political tensions could adversely affect theJapanese economy and destabilize the region.

The value of Japan’s currency, the yen, has been susceptible tofluctuations. Increases in its value may cause a decline in exportsthat could weaken the Japanese economy. Japan has in the past,countered drastic shifts in its currency by intervening in thecurrency markets in an attempt to maintain or reduce the value ofthe yen. This intervention in the currency markets could causethe value of the yen to swing sharply and unpredictably andcould cause losses to investors.

Japan has an aging population and a significant populationdecline, which has resulted in a shrinking workforce. Its labormarket appears to be undergoing fundamental structuralchanges, as it has shifted from a labor market familiar withlifetime employment to a market adjusted to meet the need forincreased labor mobility. This change in the labor market mayadversely affect Japan’s economic competitiveness. Furthermore,natural disasters, such as earthquakes, volcanoes, typhoons, andtsunamis have and may continue to pose negative effects on theJapanese economy.

Investing in issuers located in Japan also exposes a Fund toadditional risks, as further described in this section under“Asia Risk”, “Non-U.S. Investment Risk”, and “Market Disruptionand Geopolitical Risk” and in the SAI under “Special Risks ofInvesting in Asian Securities.”

Large-Capitalization Securities RiskSecurities issued by large-capitalization companies may presentrisks not present in smaller companies. For example, largercompanies may be unable to respond as quickly as smaller andmid-sized companies to competitive challenges or to changes inbusiness, product, financial, or other market conditions. Largercompanies may not be able to maintain growth at the high ratesthat may be achieved by smaller companies, especially duringstrong economic periods. Returns on investments in securities oflarge companies could trail the returns on investments insecurities of smaller and mid-sized companies.

Liquidity RiskLiquidity risk is the risk that a Fund may not be able to dispose ofsecurities or close out derivatives transactions readily at afavorable time or prices (or at all) or at prices approximatingthose at which the Fund currently values them. For example,certain investments may be subject to restrictions on resale, maytrade in the over-the-counter market or in limited volume, or maynot have an active trading market. Such investments may also beparticularly susceptible to valuation risk. See “Valuation Risk”below.

Liquidity risk may be magnified during periods of changinginterest rates, significant shareholder redemptions, or marketturmoil.

The Funds are all subject to the risk that low trading volume, lackof a market maker, large positions in securities of particularissuers, or legal restrictions (including daily price fluctuation limitsor ‘circuit breakers’) could make any investment illiquid. Themarket for certain investments may also become illiquid underadverse market or economic conditions independent of anyspecific adverse changes in the conditions of a particular issuer.For example, securities issued by the U.S. Treasury haveexhibited periods of greatly reduced liquidity when disruptions infixed income markets have occurred, such as the eventssurrounding the bankruptcy of Lehman Brothers in 2008.

An inability to sell a portfolio position can adversely affect aFund’s value or prevent the Fund from being able to takeadvantage of other investment opportunities. In addition, it maybe difficult for a Fund to value illiquid securities accurately.Securities of issuers in emerging markets and frontier marketsmay be particularly susceptible to this risk. See “EmergingMarkets Risk” and “Frontier Markets Risk” above.

Illiquid securities may also trade at a discount from comparable,more liquid investments and may be subject to wide fluctuationsin market value. Illiquid securities are more susceptible than othersecurities to price declines when market prices decline generally.

Furthermore, disposal of illiquid securities may entail registrationexpenses and other transaction costs that are higher than thosefor liquid securities. For example, a Fund may hold restrictedsecurities and there can be no assurance that a trading marketwill exist at any time for any particular restricted security.Limitations on the resale of these securities may have anadverse effect on their marketability, and may prevent a Fundfrom disposing of them promptly at reasonable prices. A Fundmay have to bear the expense of registering the securitiesfor resale and the risk of substantial delays in effectingthe registration.

If a Fund holds illiquid securities it may be forced to sell othersecurities or instruments that are more liquid, but at anunfavorable price, time and conditions, in order to meetredemption requests. A Fund may seek to borrow money to meetits obligations (including among other things redemptionobligations) if it is unable to dispose of illiquid investments,resulting in borrowing expenses and possible leveraging of aFund. In some cases, due to unanticipated levels of illiquidity aFund may choose to meet its redemption obligations wholly or inpart by distributions of assets in-kind.



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Mutual funds with principal investment strategies that involvesecurities of companies with smaller market capitalizations,non-U.S. securities, Rule 144A securities, derivatives orsecurities with substantial market or credit risk tend to have thegreatest exposure to liquidity risk.

Rule 22e-4 under the 1940 Act requires each Fund to adopt aliquidity risk management program to assess and manage itsliquidity risk. Under its program, a Fund is required to classify itsinvestments into specific liquidity categories and monitorcompliance with limits on investments in illiquid securities. Whilethe liquidity risk management program attempts to assess andmanage liquidity risk, there is no guarantee it will be effective inits operations and it may not reduce the liquidity risk inherent in aFund’s investments.

Long-Term Investment Strategy RiskThe Funds pursue a long-term investment approach, typicallyseeking returns over a period of several years, which cancomprise a full market cycle or more. This investment style maycause a Fund to lose money or underperform compared to itsbenchmark index or other mutual funds over extended periodsof time, and a Fund may not perform as expected in the longterm. The market price of the Funds’ investments mayfluctuate daily due to economic and other events that affectparticular companies and other issuers or the market as a whole.Short- and medium-term price fluctuations may be especiallypronounced in less developed markets or in companies withlower market capitalizations in which the Funds may invest.

Investments in certain industries or markets may be subject towider variations in performance as a result of special riskscommon to such markets or industries. For example, informationtechnology companies may have limited product lines, markets orfinancial resources and may be affected by worldwidetechnological developments and their products and services mayquickly become outdated. Similarly, emerging market economiesmay experience lower trading volume and liquidity, greater risk ofexpropriation, nationalization, and social, political and economicinstability than more developed markets, which may result ingreater volatility and significant short- or medium-term pricefluctuations.

An investment in the Funds may be more suitable for long-terminvestors who can bear the risk of short- or medium-termfluctuations in the value of a Fund’s portfolio, including short- ormedium-term losses.

Market Disruption and Geopolitical RiskGeopolitical, environmental and other events may disruptsecurities markets and adversely affect global economies andmarkets. These disruptions could prevent the Funds fromimplementing their investment strategies and achieving theirinvestment objectives, and increase the Funds’ exposure to theother risks detailed in this Prospectus. Given the increasinginterdependence among global economies and markets,conditions in one country, market, or region might adversely affectmarkets, issuers, and/or foreign exchange rates in othercountries, including the U.S.

War, terrorism, public health crises, and geopolitical events, suchas sanctions, tariffs, trade disputes, the imposition of exchange

controls or other cross-border trade barriers, have led, and in thefuture may lead, to increased short-term market volatility andmay have adverse long-term effects on U.S. and world economiesand markets generally. Terrorism in the U.S. and around theworld has had a similar global impact and has increasedgeopolitical risk.

Natural and environmental disasters, such as earthquakes andtsunamis, can be highly disruptive to economies and markets,adversely impacting individual companies and industries,securities markets, interest rates, credit ratings, inflation, investorsentiment, and other factors affecting the value of the Funds’investments. Similarly dramatic disruptions can be caused bycommunicable diseases, epidemics, pandemics, plagues andother public health crises.

Communicable diseases, including those that result in pandemicsor epidemics, may pose significant threats to human health, andsuch diseases, along with any efforts to contain their spread, maybe highly disruptive to both global and local economies andmarkets, with significant negative impact on individual issuers,sectors, industries, and asset classes. Significant public healthcrises, including those triggered by the transmission of acommunicable disease and efforts to contain it may result in,among other things, border closings and other significant travelrestrictions and disruptions, significant disruptions to businessoperations, supply chains and customer activity, lower consumerdemand for goods and services, event cancellations andrestrictions, service cancellations, reductions and other changes,significant challenges in healthcare service preparation anddelivery, and prolonged quarantines, as well as general concernand uncertainty. All of these disruptive effects were present, forexample, in the global pandemic linked to the outbreak ofrespiratory disease caused by a novel coronavirus designated asCOVID-19 that was first reported in China in December 2019.The effects of any disease outbreak may be greater in countrieswith less developed disease prevention and control programs andmay also exacerbate other pre-existing political, social,economic, market and financial risks. A pandemic and its effectsmay be short term or may last for an extended period of time,and in either case can result in significant market volatility,exchange trading suspensions and closures, declines in globalfinancial markets, higher default rates, and a substantialeconomic downturn or recession. The foregoing could impair aFund’s ability to maintain operational standards (such as withrespect to satisfying redemption requests), disrupt the operationsof a Fund’s service providers, adversely affect the value andliquidity of a Fund’s investments, and negatively impact a Fund’sperformance, and overall prevent a Fund from implementing itsinvestment strategies and achieving its investment objective.

Certain locations and industries may be particularly susceptibleto this risk, and other risks may be heightened by such events.See, for example, China Risk, Emerging Markets Risk, FrontierMarkets Risk, Information Technology Risk, Japan Risk, LiquidityRisk, Service Provider Risk, and Valuation Risk.

Securities and financial markets may be susceptible to marketmanipulation or other fraudulent trade practices, which coulddisrupt the orderly functioning of these markets or adverselyaffect the values of investments traded in these markets,including investments held by the Funds.



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Market disruptions, including sudden government interventions(e.g., currency controls), can also prevent the Funds fromimplementing their investment strategies efficiently and achievingtheir investment objectives. For example, a market disruption mayadversely affect the orderly functioning of the securities marketsand may cause the Funds’ derivatives counterparties todiscontinue offering derivatives on some underlying securities,reference rates, or indices, or to offer them on a morelimited basis.

While the U.S. government has honored its credit obligationscontinuously for more than 200 years, it remains possible that theU.S. could default on its obligations. While it is impossible topredict the consequences of such an unprecedented event, it islikely that a default by the U.S. would be highly disruptive to theU.S. and global securities markets and could significantly impairthe value of the Funds’ investments. Similarly, political eventswithin the U.S. can result in the shutdown of governmentservices, which could negatively affect the U.S. economy,decrease the value of many Fund investments, and increaseuncertainty in or impair the operation of the U.S. or othersecurities markets.

Uncertainties regarding the viability of the European Union havedisrupted and may continue to disrupt markets in the U.S. andaround the world. If one or more countries leave the EuropeanUnion or the European Union dissolves, the world’s securitiesmarkets would likely be significantly disrupted and the Manager’sbusiness may be adversely affected. In June 2016, the UnitedKingdom held a referendum in which voters approved an exitfrom the European Union, commonly referred to as “Brexit.” TheUnited Kingdom formally left the European Union on January 31,2020. There is still a significant degree of uncertainty about thepotential consequences of Brexit. Brexit may cause increasedvolatility and have a significant adverse impact on world financialmarkets, other international trade agreements, and the UnitedKingdom and European Union economies, as well as the broaderglobal economy for some time. The consequences of the UnitedKingdom’s or another country’s exit from the European Unionand/or Eurozone also could threaten the stability of the euro forremaining countries and could negatively affect the financialmarkets of other countries in the European region and beyond.

Because of the fast-moving nature of current U.S.-China tradedisputes, there is a heightened risk that events occurring after theclose of Chinese markets may have a material impact on thevalue of Chinese securities held by a Fund. The likelihood ofsuch an occurrence and impact of such events may be difficult toassess before a Fund’s Pricing Point (as defined below) on thesame day, which may impact the accuracy of the NAV per sharecalculated by a Fund on a given day. The Funds maintain policiesand procedures intended to mitigate this risk.

Market RiskMarket risk is the risk of unfavorable market-induced changes inthe value of securities owned by a Fund.

Market prices of investments held by the Funds are volatile andwill go up or down, sometimes rapidly or unpredictably. Theprices of investments can change substantially due to variousfactors including, but not limited to, economic growth orrecession, changes in interest or currency rates, changes inactual or perceived creditworthiness of issuers, adverse investor

sentiment generally, market liquidity, real or perceived adversemarket conditions and the risks inherent in investment insecurities markets.

The total return of a Fund may consequently fluctuate within awide range, so you could lose money over short or even longperiods. Even if economic conditions do not change, the value ofan investment in a Fund could decline if the particular industries,sectors or companies in which a Fund invests do not perform wellor are adversely affected by events. Further, legal, political,regulatory and tax changes also may cause fluctuations inmarkets and securities prices.

New and Smaller-Sized Funds RiskNew funds and smaller-sized funds (including funds that arethinly capitalized or that have lost significant assets throughmarket declines or redemptions) will be subject to greater liquidityrisk due to their smaller asset bases. A large shareholderredemption from a small fund could require the fund to sellsecurities at disadvantageous times or prices or to delay paymentof redemption proceeds to a redeeming shareholder. In addition,in order to mitigate liquidity risk, new or smaller-sized funds maybe more likely to borrow under a credit facility (which wouldincrease fund expenses) or hold a proportionally higherpercentage of their assets in cash to meet shareholderredemptions (which could hamper performance).

A fund that has been recently formed will have limited or noperformance history for investors to evaluate. There can be noassurance that a new fund will reach or maintain a sufficientasset size to effectively implement its investment strategy. Inaddition, a fund’s gross expense ratio may fluctuate during itsinitial operating period because of the fund’s relatively smallerasset size and, until the fund achieves sufficient scale, a fundshareholder may experience proportionally higher fund expensesthan would be experienced by shareholders of a fund with alarger asset base.

Non-Diversification RiskCertain Funds are classified as a “non-diversified” fund. Anon-diversified fund may hold a smaller number of portfoliosecurities, with larger positions in each security it holds, thanmany other mutual funds. To the extent a Fund invests in arelatively small number of issuers, a decline in the market valueof a particular security held by the Fund may affect its valuemore than if it invested in a larger number of issuers. The valueof such Fund’s shares may be more volatile than the values ofshares of more diversified funds. See also “FocusedInvestment Risk.”

Non-U.S. Investment RiskInvesting in non-U.S. securities (i.e., those which are not primarilytraded on a United States securities exchange) involvesadditional and more varied risks than those typically resultingfrom investing in U.S. markets. Similar risks may apply tosecurities traded on a U.S. securities exchange that are issued bycompanies with significant exposure to non-U.S. countries.

The laws of some foreign countries may limit a Fund’s ability toinvest in securities of certain issuers located in those countries.



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The securities of some foreign governments, companies, andsecurities markets are less liquid, and at times more volatile, thancomparable U.S. securities and securities markets. For example,the securities markets of many non-U.S. countries includesecurities of only a limited number of companies in a limitednumber of industries. As a result, the market prices of many ofthose securities fluctuate more than those of U.S. securities.

In addition, there may be a possibility of nationalization orexpropriation of assets, imposition of currency exchangecontrols, confiscatory taxation, and diplomatic developments thatcould adversely affect the values of the Fund’s investments incertain non-U.S. countries. There may be a greater risk ofeconomic turmoil as a result of political events (civil unrest,national elections, changes in political conditions and foreignrelations, imposition of exchange controls and repatriationrestrictions), social and economic events (labor strikes, risinginflation) and natural disasters, causing the Fund’s investments inthat country to experience gains or losses. The securities ofsome non-U.S. entities could also become subject to sanctions orembargoes that adversely affect the Fund’s investment.

Issuers of non-U.S. securities are subject to different, and oftenless comprehensive, accounting, reporting, custody, auditing anddisclosure requirements than domestic issuers. There may beless information publicly available about a non-U.S. entity thanabout a U.S. entity. Moreover, in certain non-U.S. countries, legalremedies available to investors may be more limited than thoseavailable with regard to U.S. investments. It may be difficult toobtain and enforce judgments against non-U.S. entities. Inaddition, some jurisdictions may limit a Fund’s ability to profitfrom short-term trading (as defined in the relevant jurisdiction).

Non-U.S. transaction costs, such as brokerage commissions andcustody costs may be higher than in the U.S. In some non-U.S.markets, custody arrangements for securities provide significantlyless protection than custody arrangements in U.S. markets.Prevailing custody and trade settlement practices (e.g., therequirement to pay for securities prior to receipt) could similarlyexpose a Fund to credit and other risks it does not have in theU.S. with respect to participating brokers, custodians, clearingbanks or other clearing agents, escrow agents, and issuers.

Non-U.S. securities are normally denominated and traded incurrencies other than the U.S. dollar. Consequently, the value ofthe Fund’s assets may be affected favorably or unfavorably bycurrency exchange rates, exchange control regulations, andrestrictions or prohibitions on the repatriation of non-U.S.currencies. See “Currency Risk” above.

Non-U.S. countries may also have additional requirementswith respect to the ownership of securities. For example, manynon-U.S. countries have additional reporting requirements thatmay be subject to interpretation or change without prior notice toinvestors. While the Funds make reasonable efforts to stayinformed of foreign reporting requirements relating to the Funds’foreign portfolio securities, no assurance can be given that theFunds will satisfy applicable foreign reporting requirements at alltimes. There are also special tax considerations which apply tosecurities of non-U.S. issuers and securities principally tradedoverseas. Income and gains with respect to investments incertain countries may be subject to withholding and other taxes.See “Tax” below and the SAI for further details.

Additionally, U.S. investors are required to maintain a license toinvest directly in many non-U.S. markets. These licenses areoften subject to limitations, including maximum investmentamounts. Once a license is obtained, a Fund’s ability to continueto invest directly is subject to the risk that the license will beterminated or suspended. If a license is terminated orsuspended, to obtain exposure to the market, the Fund may berequired to purchase ADRs, GDRs, shares of other funds thatare licensed to invest directly, or derivative instruments. Thereceipt of a foreign license by one of the Manager’s clients maypreclude other clients, including a Fund, from obtaining a similarlicense, and this could limit the Fund’s investment opportunities.In addition, the activities of another of the Manager’s clientscould cause the suspension or revocation of a license andthereby limit the Funds’ investment opportunities.

Service Provider RiskEach Fund is subject to the risk that the Manager will applytechniques and analyses to the Funds’ investment practices thatare not as successful as the techniques and analyses used byother investment advisers. There is no guarantee that theManager will be able to enhance the returns of the Funds orpreserve the Funds’ assets. The Manager also may fail to usederivatives effectively, including by choosing to hedge or not tohedge positions at disadvantageous times. The Manager’sjudgments about the attractiveness, relative value, or potentialappreciation of a particular sector, security, commodity orinvestment strategy or as to a hedging or allocation strategy mayprove to be incorrect, and may cause the Funds to incur losses.

There can be no assurance that key personnel of the Managerwill continue to be employed by the Manager. The loss of theirservices could have an adverse impact on the Manager’s abilityto achieve the Funds’ investment objectives. A change in laws orregulations due to political or economic events, such as Brexit,may impact the Manager’s ability to retain its portfolio managersand other key personnel. For additional information on Brexit see“Market Disruption and Geopolitical Risk” above.

The Funds are also subject to the risk of loss as a result of otherservices provided by the Manager and other service providers,including pricing, administrative, accounting, tax, legal, custody,transfer agency, and other services. The Funds currently utilizeentities affiliated with the Bank of New York Mellon to serve astransfer agent, administrator, custodian and fund accountingagent to the Funds. This arrangement could magnify lossesresulting from a systems failure affecting the Bank of New YorkMellon. Loss may be caused by inadequate procedures andcontrols, human error, system failures, negligence, misfeasanceor fraud by a service provider or insolvency of a service provider.For example, trading delays or errors (both human andsystematic) could prevent a Fund from benefiting from potentialinvestment gains or avoiding losses on the security.

Settlement RiskMarkets in different countries have different clearance andsettlement procedures. Certain markets may from time to time beunable to keep pace with the volume of transactions.

Delays in settlement may increase credit risk to the Funds or limitthe ability of the Funds to reinvest the proceeds of a sale ofsecurities. Delays in settlement may also subject the Funds to



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penalties for their failure to deliver to on-purchasers of securitieswhose delivery to the Fund was delayed.

Delays in the settlement of securities purchased by a Fund mayalso limit the ability of such Fund to sell those securities at timesand prices it considers desirable, and may subject such Fund tolosses and costs due to its own inability to settle with subsequentpurchasers of the securities from it. A Fund may be required toborrow monies it had otherwise expected to receive in connectionwith the settlement of securities it has sold, in order to meet itsobligations to others.

Limits on the ability of the Funds to purchase or sell securitiesdue to settlement delays could increase any variance betweenthe Funds’ performance and that of their benchmark indices.

Small- and Medium-Capitalization Securities RiskThe securities of small- and medium-capitalization companiesmay be more volatile and may involve more risk than thesecurities of larger companies. These companies may havelimited product lines, markets or financial resources, may lack thecompetitive strength of larger companies, and may depend on afew key employees. In addition, these companies may have beenrecently organized and may have little or no track record ofsuccess. Similarly, the securities of small- and medium-sizedcompanies may trade less frequently and in smaller volumes thansecurities of larger companies. The prices of these securitiesmay consequently fluctuate more sharply than those of othersecurities, and the Funds may experience difficulty in establishingor closing out positions in these securities at prevailing marketprices. Moreover, there may be less publicly available informationabout the issuers of these securities or less market interest inthese securities than in the case of larger companies, both ofwhich can cause significant price volatility.

Some securities of small- and medium-sized issuers may also beilliquid or may be restricted as to resale. A Fund may therefore beunable to liquidate its positions in such securities at any time, orat a favorable price, in order to meet the Fund’s obligations.

Socially Responsible Investing RiskA Fund’s approach to socially responsible investing, including itsincorporation of ESG considerations in its investment process,may cause it to make different investments than funds that have asimilar investment universe and/or investment style but that donot incorporate such considerations in their investment strategyor processes. As a result, such Fund may forego opportunities tobuy certain securities when it might otherwise be advantageousto do so or sell securities when it might be otherwisedisadvantageous for it to do so. For instance, a Fund’s exclusionof investments in companies with significant fossil fuel exposuremay adversely affect the Fund’s relative performance at timeswhen such investments are performing well.

A Fund’s socially responsible investment process may also affectthe Fund’s exposure to certain sectors or types of investments,which may impact the Fund’s relative investment performancedepending on whether such sectors or investments are in or outof favor with the market. In addition, a Fund’s investments incertain companies may be susceptible to various factors thatmay impact their businesses or operations, including costsassociated with government budgetary constraints that impactpublicly funded projects and clean energy initiatives, the effects

of general economic conditions throughout the world, increasedcompetition from other providers of services, unfavorable taxlaws or accounting policies and high leverage.

A Fund’s portfolio managers are dependent on availableinformation to assist in the social evaluation process, and,because there are few generally accepted standards to use inevaluation, the process employed for a Fund may differ fromprocesses employed for other funds. Additionally, as a result ofthe Manager’s stewardship activities, a Fund may purchasesecurities with the intention of seeking to improve an issuer’sESG practices. Successful application of a Fund’s ESG investingstrategy and engagement efforts will depend on its portfoliomanagers’ ability to identify and analyze material ESG issues,and there can be no assurance that the strategy or techniquesemployed will be successful.

The Manager may seek to identify companies that it believes mayhave a positive societal impact, but investors may differ in theirviews of what constitutes positive or negative societal impactoutcomes. As a result, a Fund may invest in companies that donot reflect the beliefs and values of any particular investor.

See also “Impact Risk.”

Underlying Funds RiskA Fund that invests in U.S. or non-U.S. pooled investmentvehicles, such as ETFs, mutual funds, and private funds,(“Underlying Funds”) will be exposed to the risk that theUnderlying Fund does not perform as expected and indirectly toall of the risks applicable to an investment in such UnderlyingFunds. In addition, lack of liquidity in the Underlying Fund couldresult in its value being more volatile than the underlying portfolioof securities, and may limit the ability of a Fund to sell or redeemits interest in the underlying fund at a time or at a price it mightconsider desirable. The investment policies and limitations of theUnderlying Funds may not be the same as those of a Fund; as aresult, a Fund may be subject to additional or different risks, ormay achieve a reduced investment return, as a result of itsinvestment in Underlying Funds. If an Underlying Fund is anexchange-traded fund or other product traded on a securitiesexchange or otherwise actively traded, its shares may trade at apremium or discount to their net asset value, an effect that mightbe more pronounced in less liquid markets. A Fund bears itsproportionate share of the fees and expenses of any UnderlyingFund in which it invests.

The Manager or an affiliate may serve as investment adviser tosome Underlying Funds, leading to potential conflicts of interestand other risks. For example, the Manager would have anincentive to invest in Underlying Funds in need of seed capital,even if the expenses of such Underlying Funds are higher thanalternative investments or alternative investments would be moreappropriate for a Fund in light of its investment strategy.Investment by a Fund in an Underlying Fund may be beneficial tothe Manager or an affiliate in the management of the UnderlyingFund, by helping to achieve economies of scale or enhancingcash flows. Due to this and other factors, the Manager will, insome circumstances, have an incentive to invest a Fund’s assetsin an Underlying Fund sponsored or managed by the Manager orits affiliates in lieu of investments by a Fund directly in portfoliosecurities, or may have an incentive to invest in the affiliatedUnderlying Fund over a pool sponsored or managed by others.



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Similarly, the Manager may have an incentive to delay or decideagainst the sale of interests held by a Fund in an UnderlyingFunds sponsored or managed by the Manager or its affiliates. It ispossible that other clients of the Manager or its affiliates willpurchase or sell interests in an Underlying Fund sponsored ormanaged by the Manager or its affiliates at prices and at timesmore favorable than those at which a Fund does so. In addition,the Manager’s fiduciary duty to an affiliated Underlying Fund maysubject a Fund to restrictions on redemptions in certaincircumstances, which may make a Fund’s investments inaffiliated Underlying Funds less liquid than investments in otherUnderlying Funds.

Valuation RiskIn certain circumstances, some of a Fund’s portfolio holdingsmay be valued on the basis of factors other than marketquotations by employing the fair value procedures adopted by theBoard. This may occur more often in times of market turmoil orreduced liquidity. There are multiple methods that can be used tovalue a portfolio holding when market quotations are not readilyavailable. The value established for any portfolio holding at apoint in time might differ from what would be produced using adifferent methodology or if it had been priced using marketquotations. Portfolio holdings that are valued using techniquesother than market quotations, including “fair valued” securities,may be subject to greater fluctuation in their valuations from oneday to the next than if market quotations were used.Technological issues or other service disruption issues involvingthird-party service providers may cause a Fund to value itsinvestments incorrectly. In addition, there is no assurance that aFund could sell or close out a portfolio position for the valueestablished for it at any time, and it is possible that a Fund wouldincur a loss because a portfolio position is sold or closed out at adiscount to the valuation established by a Fund at that time.Investors who purchase or redeem shares on days when a Fundis holding fair-valued investments may receive fewer or moreshares or lower or higher redemption proceeds than they wouldhave received if the Fund had not fair-valued the holding(s) orhad used a different valuation methodology.

The SAI includes more information about the Funds, theirinvestments and the related risks.



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FUND MANAGEMENT

Investment ManagerEach Fund is advised and managed by the Manager, BaillieGifford Overseas Limited. The Manager’s principal place ofbusiness is Calton Square, 1 Greenside Row, Edinburgh EH1 3AN,Scotland. The Manager also has an office in New York City,New York, USA. The Manager is a wholly owned subsidiary ofBaillie Gifford & Co., which is controlled by its working partners.The Manager, its parent, Baillie Gifford & Co., and their affiliatesare referred to as “Baillie Gifford.”

ExperienceThe Manager is a registered investment adviser which, togetherwith its affiliates, advises other mutual funds and a variety ofprivate accounts, including accounts managed on behalf ofcorporate and public pension plan sponsors, endowments,foundations, sovereign wealth funds, and family office clients. TheManager was organized in 1983, and had approximate assetsunder management of $285.3 billion as of December 31, 2020.

Investment ServicesThe Manager selects and reviews each Fund’s investments andprovides executive and other personnel for the management ofthe Trust, pursuant to the Amended and Restated InvestmentAdvisory Agreement between the Manager and the Trust onbehalf of each Fund, as amended from time to time (the“Advisory Agreement”).

The semi-annual report to shareholders for the period endedJune 30, 2020 includes a discussion regarding the basis of theBoard’s approval of the Advisory Agreement insofar as it relatesto each Fund except Baillie Gifford Asia Ex Japan Fund, BaillieGifford China A Shares Growth Fund, Baillie Gifford ChinaEquities Fund, Baillie Gifford Japan Growth Fund, and BaillieGifford U.S. Discovery Fund. The annual report to shareholdersfor the period ended December 31, 2019 includes a discussionregarding the basis of the Board’s approval of the AdvisoryAgreement of Baillie Gifford China A Shares Growth Fund. ForBaillie Gifford Asia Ex Japan Fund, Baillie Gifford China EquitiesFund, Baillie Gifford Japan Growth Fund, and Baillie Gifford U.S.Discovery Fund a discussion regarding the basis for the Board’sapproval of each Fund’s investment advisory agreement will beincluded in the first shareholder report that each Fund’sshareholders receive following each Fund’s commencement ofoperations.

Under the Advisory Agreement, each Fund pays the Manager anadvisory fee quarterly (the “Advisory Fee”). The Advisory Fee iscalculated and accrued daily as a percentage of the averagedaily net assets of each Fund. For the fiscal year endedDecember 31, 2020, the advisory fees paid by the Funds thathad commenced operations were as follows:

Aggregate Advisory Fee(percentage of each

Fund’s average daily net Fund assets)Baillie Gifford China A Shares Growth Fund 0.55%Baillie Gifford Developed EAFE All Cap Fund 0.35%Baillie Gifford EAFE Plus All Cap Fund 0.35%

Aggregate Advisory Fee(percentage of each

Fund’s average daily net Fund assets)Baillie Gifford Emerging Markets Equities Fund 0.53%Baillie Gifford Global Alpha Equities Fund 0.40%Baillie Gifford Global Stewardship Equities Fund 0.33%Baillie Gifford International Alpha Fund 0.34%Baillie Gifford International Concentrated Growth Equities Fund 0.40%Baillie Gifford International Growth Fund 0.33%Baillie Gifford International Smaller Companies Fund 0.58%Baillie Gifford Long Term Global Growth Fund 0.45%Baillie Gifford Positive Change Equities Fund 0.33%Baillie Gifford U.S. Equity Growth Fund 0.33%

The Advisory Fee paid by each Fund under the AdvisoryAgreement is calculated and accrued daily on the basis of theannual rate noted below and expressed as a percentage of theFund’s average daily net assets.

Annual Advisory Fee Rate at Each Asset Level

Average Daily Net (percentage of theAssets of the Fund’s average

Fund Fund (billions) daily net assets)0.48%0.44%0.42%

$0 - $2>$2 - $5Above $5

Baillie Gifford AsiaEx Japan Fund

0.55%0.51%0.49%

$0 - $2>$2 - $5Above $5


0.55%0.51%0.49%

$0 - $2>$2 - $5Above $5

Baillie Gifford ChinaEquities Fund

0.35%0.31%0.29%

$0 - $2>$2 - $5Above $5


0.35%0.31%0.29%

$0 - $2>$2 - $5Above $5

Baillie Gifford EAFEPlus All Cap Fund

0.55%0.51%0.49%

$0 - $2>$2 - $5Above $5

Baillie GiffordEmerging MarketsEquities Fund

0.40%0.36%0.34%

$0 - $2>$2 - $5Above $5

Baillie Gifford GlobalAlpha Equities Fund

0.33%0.29%0.27%

$0 - $2>$2 - $5Above $5

Baillie Gifford GlobalStewardship EquitiesFund

0.35%0.31%0.29%

$0 - $2>$2 - $5Above $5

Baillie Gifford InternationalAlpha Fund

0.40%0.36%0.34%

$0 - $2>$2 - $5Above $5

Baillie Gifford International Concentrated Growth Fund

0.35%0.31%0.29%

$0 - $2>$2 - $5Above $5

Baillie Gifford InternationalGrowth Fund

0.58%All assetsBaillie Gifford International Smaller Companies Fund

Toppan Merrill - Baillie Gifford Funds Baillie Gifford Funds Class Institutional-K Prospectus [Funds] 333-200831 06 | psorrel | 01-Jul-21 16:45 | 21-19611-2.da | Sequence: 1CHKSUM Content: 13008 Layout: 52303 Graphics: 0 CLEAN


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Annual Advisory Fee Rate at Each Asset Level

Average Daily Net (percentage of theAssets of the Fund’s average

Fund Fund (billions) daily net assets)

Upon termination of the Advisory Agreement at other thanquarter end, the Advisory Fee for the partial quarter shall bedetermined by reference to the termination date and shall beprorated accordingly.

Administration and Supervisory ServicesThe Manager is responsible for providing certain administrativeservices to Fund shareholders as well as coordinating,overseeing and supporting services provided to Fundshareholders by third parties, including financial intermediariesthat hold accounts with the Funds, pursuant to an Administrationand Supervisory Agreement between the Manager and the Truston behalf of each Fund (the “Administration and SupervisoryAgreement”). The Administration and Supervisory Agreementalso relates to the Class K and Institutional Class shares of otherseries of the Trust.

Under the Administration and Supervisory Agreement, eachFund pays to the Manager an Administration and SupervisoryFee quarterly, in arrears, with respect to Class K and InstitutionalClass shares at an annual rate of 0.17% of such Fund’s averagenet assets. For the fiscal year ended December 31, 2020, eachoperational Fund paid Administration and Supervisory Feesequal to 0.17% of such Fund’s average daily net assets. TheAdministration and Supervisory Fee and the Advisory Fee aretogether referred to as the “Management Fee.”

The Trust has adopted an Administration, Supervisory and Sub-Accounting Services Plan pursuant to Rule 12b-1 under the1940 Act with respect to Class K and Institutional Class shares ofeach Fund (the “Plan”). However, no distribution payments underRule 12b-1 have been authorized by the Board as of the date ofthis Prospectus, and no distribution fees under Rule 12b-1 arecurrently payable under the Plan. If the Board authorizesdistribution payments pursuant to Rule 12b-1 in the future for anyclass of shares, the Manager or another service provider mightcollect distribution fees under Rule 12b-1, but only afterappropriate authorization by the Board and after this Prospectus

has been updated to reflect such additional fees. Shoulddistribution payments under Rule 12b-1 be collected, these feeswould be paid out of the applicable Fund’s assets on an ongoingbasis, and over time these fees could increase the cost of yourinvestment and may cost you more than paying other types ofsales charges.

Participating Affiliate ArrangementsThe Manager has entered into a personnel-sharing arrangementwith its Hong Kong-based affiliate, Baillie Gifford Asia (HongKong) Limited (“Baillie Gifford Asia”).Pursuant to this arrangement, Baillie Gifford Asia acts as a“participating affiliate” of the Manager and certain employees ofBaillie Gifford Asia are treated as “associated persons” of theManager. In this capacity, these individuals are subject to theoversight of the Manager and its Chief Compliance Officer.These associated persons, on behalf of the Manager, providetrade execution and related services to the Funds. Thepersonnel-sharing arrangement is based on no-action letters ofthe staff of the SEC that permit SEC-registered investmentadvisers to rely on and use the resources of advisory affiliates,subject to certain conditions.

Baillie Gifford Asia is not registered as an investment adviser withthe SEC. The Manager may in the future enter into additionalpersonnel-sharing arrangements, including with its non-U.S.unregistered investment advisory affiliates, for a variety ofinvestment advisory services, including investment research andportfolio management.

ExpensesThe organizational and operational expenses of the Funds areborne by the relevant Fund, including but not limited to brokeragecommissions, transfer taxes and extraordinary expenses inconnection with its portfolio transactions, all applicable taxes,independent trustee compensation, interest charges, charges ofcustodians, auditing and legal expenses.

Certain expenses, not including advisory and custodial fees orother expenses related to the management of a Fund’s assets,may be allocated to a specific class of shares if those expensesare actually incurred in a different amount with respect to a class,or if services are provided with respect to a class that are of adifferent kind or to a different degree than with respect to theother class. As discussed below under “Buying, Selling, andExchanging Shares through Financial Intermediaries—How arefinancial intermediaries compensated?”, InstitutionalClass shares bear expenses in connection with compensatingfinancial intermediaries for sub-transfer agency and otherservices. Class K shares do not bear such expenses.

The Manager has contractually agreed to waive its fees and/orbear Other Expenses of the Funds shown in the table below, withrespect to each such Fund, to the extent that such Fund’s TotalAnnual Operating Expenses (excluding taxes, sub-accountingexpenses and extraordinary expenses) exceed the amountslisted below. This contractual waiver will continue until April 30,2022 for each Fund, except that Baillie Gifford China EquitiesFund’s contractual waiver will continue until April 30, 2023.


$0 - $2>$2 - $5Above $5

0.43%0.39%0.37%

Baillie Gifford Long TermGlobal Growth Fund

$0 - $2>$2 - $5Above $5

0.45%0.41%0.39%

Baillie Gifford PositiveChange Equities Fund

$0 - $2>$2 - $5Above $5

0.33%0.29%0.27%


All assets 0.50%

Baillie Gifford U.S. EquityGrowth Fund

$0 - $2>$2 - $5Above $5

0.33%0.29%0.27%


JOB: 21-19611-2 CYCLE#;BL#: 4; 0 TRIM: 8.50" x 11.00" AS: Chicago: 877-427-2185COLORS: PANTONE 2602 U, ~note-color 2, Black GRAPHICS: 19611-2_CHN_text_9pt.eps V1.5

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Expense Limit(percentage of

each Fund’s average daily net

Fund Class assets)Baillie Gifford Asia Class K and 0.80%Ex Japan Fund Institutional ClassBaillie Gifford China A Class K and 0.87%Shares Growth Fund Institutional ClassBaillie Gifford China Class K and 0.87%Equities Fund Institutional ClassBaillie Gifford Global Class K and 0.65%Stewardship Equities Fund Institutional ClassBaillie Gifford International Class K and 0.72%Concentrated Growth Institutional ClassEquities Fund Baillie Gifford International Class K and 0.90%Smaller Companies Fund Institutional ClassBaillie Gifford Japan Class K and 0.75%Growth Fund Institutional ClassBaillie Gifford Positive Class K and 0.65%Change Equities Fund Institutional ClassBaillie Gifford U.S. Class K and 0.82%Discovery Fund Institutional ClassBaillie Gifford U.S. Equity Class K and 0.65%Growth Fund Institutional Class

For the purposes of determining any such fee waiver and/orexpense reimbursement, the expenses are calculated based onthe percentage of the relevant Fund’s average daily net assets.Sub-accounting expenses (which are excluded from the cap onTotal Annual Fund Operating Expenses) include, withoutlimitation, sub-transfer agency, sub-administration and othershareholder servicing fees and expenses of the type describedbelow under the heading “Buying, Selling, and ExchangingShares through Financial Intermediaries.”

Pursuant to the terms of the agreements governing the expenselimitations, the Manager does not have a right to recover from theFunds any fees waived or expenses paid pursuant to theseexpense limitations. The expense limitation may be continuedbeyond April 30, 2023 for Baillie Gifford China Equities Fund andApril 30, 2022 for each of the other Funds listed in the abovetable by agreement of the Board and the Manager. Thesecontractual agreements may only be terminated by the Board.



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Investment Teams

Investment decisions made by the Manager for the Funds are made by teams of portfolio managers organized for that purpose.

Baillie Gifford Asia Ex Japan Fund TeamUnder normal circumstances, the Fund’s portfolio management team meets regularly to review existing holdings and individual stockdecisions. Portfolio managers in the emerging markets equity investment team of the Manager, of which this team is a subset, alsoregularly review the portfolio and provide input. The team also holds ad hoc meetings as required to discuss relevant developments inthe portfolio. The ultimate decision to buy or sell a stock rests with members of the portfolio management team.

Baillie Gifford Asia Ex Japan Fund is jointly and primarily managed by a team of experienced portfolio managers, which consists of:


Baillie Gifford China A Shares Growth FundUnder normal circumstances, the Fund’s portfolio management team meets weekly to share ongoing research. More formally, theportfolio management team meets monthly to discuss stocks and quarterly to discuss the overall composition of the portfolio. This is inaddition to the many ad hoc discussions that occur between colleagues in Edinburgh and Shanghai and with other investment teams.

Baillie Gifford China A Shares Growth Fund is jointly and primarily managed by a team of experienced portfolio managers, whichconsists of:


Ben DurrantBSc (Hons) in Mathematics (2012)University of Edinburgh

CFA (U.K.) Charterholder

Mr. Durrant is an Investment Manager in the Emerging Markets Team and before that hewas an Investment Analyst in the Private Companies Team. He joined Baillie Gifford in2017. He previously worked for RBS in their Group Strategy and Corporate FinanceTeam. He is also a Chartered Accountant and a CFA Charterholder. Ben graduated BSc(Hons) in Mathematics from the University of Edinburgh in 2012.

Mr. Durrant has been a member of the team since 2021.

Roderick SnellBSC First Class Honours in Medical Biology (2006) University of Edinburgh

Mr. Snell joined Baillie Gifford in 2006 and is a portfolio manager in the EmergingMarkets Equity Team. Since March 2020, he has also been a manager on the ChinaOIEC fund. He has managed the Baillie Gifford Pacific Fund since 2010 and has beenDeputy Manager of Pacific Horizon Investment Trust since 2013. Mr. Snell graduatedBSc (Hons) in Medical Biology from the University of Edinburgh in 2006.

Mr. Snell has been a member of the team since the Fund’s inception in 2016.

Sophie EarnshawMA in English Literature (2008) University of Edinburgh

MPhil in 18th Century and Romantic Literature (2009) University of Cambridge

CFA Charterholder

Ms. Earnshaw joined Baillie Gifford in 2010 and is a portfolio manager in the EmergingMarkets Equity Team and China A Share Team. She has also been Co-Manager of theChina fund and a member of the International All Cap Portfolio Construction Group since2014. Ms. Earnshaw is a CFA Charterholder. She graduated MA in English Literaturefrom the University of Edinburgh in 2008 and MPhil in Eighteenth Century and RomanticLiterature from the University of Cambridge in 2009.

Ms. Earnshaw has been a member of the team of portfolio managers for this Fund sincethe Fund’s inception in 2019.

Ms. Lin joined Baillie Gifford in September 2014 and is an investment manager andmember of the China A-Share Team. She has previously worked in the JapaneseEquities Team and Global Discovery Teams. She is a CFA Charterholder and graduatedMMath in Mathematics from the University of Oxford in 2013. Ms. Lin is a nativemandarin speaker.

Ms. Lin has been a member of the team of portfolio managers for this Fund since theFund’s inception in 2019.

Louise LinMMath in Mathematics (2013) University of Oxford

CFA Charterholder



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Baillie Gifford China Equities FundUnder normal circumstances, the Fund’s portfolio management team meets weekly to discuss ongoing research and monthly to discussthe overall composition of the portfolio.

Baillie Gifford China Equities Fund is jointly and primarily managed by a team of experienced portfolio managers, which consists of:


Baillie Gifford Developed EAFE All Cap Fund TeamUnder normal circumstances, the Fund’s portfolio management team meets regularly to review the portfolio as a whole and to discussindividual stock selection. The team typically meets weekly to review relevant developments related to holdings within the Fund. Theteam also holds ad hoc meetings as required to discuss unusual or material developments in the portfolio. The team takes collectiveresponsibility for portfolio construction.

Mr. Urquhart is the head of the Long Term Global Growth Team, a strategy which heco-founded in 2003. He is also an investment manager on the China A-share Team.Mr. Urquhart joined Baillie Gifford in 1996, initially working as an Investment Analyst andManager in the US, UK and Japanese Equities teams. He became a Partner in 2004.Mark graduated BA in Philosophy, Politics and Economics from the University of Oxford in1992 and spent a year at Harvard as a Kennedy Scholar in 1993 before completing a PhDin Politics with a thesis on Nationalism in the EU at the University of Edinburgh in 1996.

Mr. Urquhart has been a member of the team of portfolio managers for this Fund sincethe Fund’s inception in 2019.

Mark UrquhartBA in Philosophy, Politics, and Economics (1992)Oxford University

PhD in Politics (1996)University of Edinburgh

Ms. Earnshaw joined Baillie Gifford in 2010 and is a portfolio manager in the EmergingMarkets Equity and China A Share Teams. She has also been Co-Manager of the Chinafund and a member of the International All Cap Portfolio Construction Group since 2014.Ms. Earnshaw is a CFA Charterholder. She graduated MA in English Literature from theUniversity of Edinburgh in 2008 and MPhil in Eighteenth Century and RomanticLiterature from the University of Cambridge in 2009.

Ms. Earnshaw has been a member of the team of portfolio managers for this Fund sincethe Fund’s inception in 2021.


MPhil in 18th Century and Romantic Literature (2009) University of Cambridge

CFA Charterholder

Mr. Gush joined Baillie Gifford in 2003 and became a Partner of Baillie Gifford & Co in2020. He first worked in the U.K. and Japanese Equities Teams before moving to theEmerging Markets Equity Team in 2005. Mr. Gush is a named manager for BaillieGifford’s emerging markets and China funds, as well as being responsible for theEmerging Markets Small Cap Strategy. He has also been involved with the GlobalStewardship Strategy since its inception in 2015. He became a portfolio manager in2006 and has researched all Emerging Markets during his career. Mr. Gush also hasprevious experience managing the Pacific Horizon Investment Trust and Baillie GiffordPacific Fund. He is a CFA Charterholder and graduated MEng from the University ofDurham in 2003.

Mr. Gush has been a member of the team of portfolio managers for this Fund since theFund’s inception in 2021.

Mike GushMEng (2003) Durham University

Mr. Snell joined Baillie Gifford in 2006 and is a portfolio manager in the EmergingMarkets Equity Team. Since March 2020, he has also been a manager on the ChinaOEIC fund. He has managed the Baillie Gifford Pacific Fund since 2010 and has beenDeputy Manager of Pacific Horizon Investment Trust since 2013. Mr. Snell graduatedBSc (Hons) in Medical Biology from the University of Edinburgh in 2006.

Mr. Snell has been a member of the team of portfolio managers for this Fund since theFund’s inception in 2021.

Roderick SnellBSC First Class Honours in Medical Biology (2006) University of Edinburgh



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Baillie Gifford Developed EAFE All Cap Fund is jointly and primarily managed by a team of experienced portfolio managers, whichconsists of:


The same team of portfolio managers selects the securities for this Fund and Baillie Gifford EAFE Plus All Cap Fund. However, BaillieGifford EAFE Plus All Cap Fund permits investment in both developed and emerging markets, whereas this Fund focuses only oninvestment in developed markets. The Manager anticipates that the differences in investment strategies will generally result in somedifferent securities being held by the Funds.

Gerard CallahanBA in Politics, Philosophy and Economics (1991) Oxford University

Mr. Callahan joined Baillie Gifford in 1991 and is head of the Manager’s U.K. Equity Teamand Chairman of the International All Cap Portfolio Construction Group. He became aPartner of the firm in 2000 and Lead Manager of the Manager’s U.K. Alpha Strategy inthe same year. Mr. Callahan has been involved as a Portfolio Manager in the Manager’sInternational strategies since 1998, initially in selecting U.K. stocks. He graduated BA inPolitics, Philosophy and Economics from the University of Oxford in 1991.

Mr. Callahan has been a member of the team since 2007 and Chairman since 2010.

Iain CampbellBA Modern History (2000) Oxford University

Mr. Campbell joined Baillie Gifford in 2004 and became a partner of Baillie Gifford & Co.in 2020. He is a member of the Japanese Specialist Team. Most of Mr. Campbell’sinvestment career has been focused on Emerging and Developed Asian markets. He hasresponsibility for managing various specialist Developed Asia, including Japan, portfoliosand is also a member of the International All Cap Portfolio Construction Group. Prior tojoining Baillie Gifford, Mr. Campbell worked for Goldman Sachs as an analyst in theInvestment Banking division. He graduated BA in Modern History from the University ofOxford in 2000.

Mr. Campbell has been a member of the team since 2010.


MPhil in 18th Century and Romantic Literature (2009)University of Cambridge

CFA Charterholder


Ms. Earnshaw has been a member of the team since 2014.

Joe FaradayMEng in Chemical Engineering (2002) University of Cambridge

MBA (2009) University of Edinburgh

CFA Charterholder

Mr. Faraday is a Client Service Director where he is responsible for servicing InternationalAll Cap Clients. He has been a member of the International All Cap Portfolio ConstructionGroup since 2007. Mr. Faraday joined Baillie Gifford’s Graduate Scheme in 2002 andworked in the Manager’s European, North America, Developed Asian and EmergingMarkets Equity Teams before transferring to the Clients Department in 2013. Following anengineering scholarship with the Smallpeice Trust in his gap year, Joe graduated MEng inChemical Engineering from the University of Cambridge in 2002 and gained an MBA fromthe University of Edinburgh in 2009. He is also a CFA Charterholder.

Mr. Faraday has been a member of the team since 2007.

Moritz SitteBSc in Business Administration (2009) University of Regensburg

MSc in Finance and Investment (2010) University of Edinburgh

CFA Charterholder

Mr. Sitte joined Baillie Gifford in 2010 and is a portfolio manager in the European EquityTeam. He has also been a member of the International All Cap Portfolio ConstructionGroup since 2014. He graduated BSc in Business Administration from the University ofRegensburg, Germany in 2009 and MSc in Finance and Investment from the Universityof Edinburgh in 2010. Mr. Sitte is a CFA Charterholder.

Mr. Sitte has been a member of the team since 2014.



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Baillie Gifford EAFE Plus All Cap Fund TeamUnder normal circumstances, the Fund’s portfolio management team meets regularly to review the portfolio as a whole and to discussindividual stock selection. The team typically meets weekly to review relevant developments related to holdings within the Fund. Theteam also holds ad hoc meetings as required to discuss unusual or material developments in the portfolio. The team takes collectiveresponsibility for portfolio construction.

Baillie Gifford EAFE Plus All Cap Fund is jointly and primarily managed by a team of experienced portfolio managers, which consists of:


The same team of portfolio managers selects the securities for this Fund and Baillie Gifford Developed EAFE All Cap Fund. However,this Fund permits investment in both developed and emerging markets, whereas Baillie Gifford Developed EAFE All Cap Fund focusesonly on investment in developed markets. The Manager anticipates that the differences in investment strategies will generally result insome different securities being held by the Funds.

Gerard CallahanBA in Politics, Philosophy and Economics (1991)Oxford University

Mr. Callahan joined Baillie Gifford in 1991 and is head of the Manager’s U.K. Equity Teamand Chairman of the International All Cap Portfolio Construction Group. He became aPartner of the firm in 2000 and Lead Manager of the Manager’s U.K. Alpha Strategy inthe same year. Mr. Callahan has been involved as a Portfolio Manager in the Manager’sInternational strategies since 1998, initially in selecting U.K. stocks. He graduated BA inPolitics, Philosophy and Economics from the University of Oxford in 1991.

Mr. Callahan has been a member of the team since 2007 and Chairman since 2010.

Iain CampbellBA Modern History (2000) Oxford University

Mr. Campbell joined Baillie Gifford in 2004 and became a partner of Baillie Gifford & Co.in 2020. He is a member of the Japanese Specialist Team. Most of Mr. Campbell’sinvestment career has been focused on Emerging and Developed Asian markets. He hasresponsibility for managing various specialist Developed Asia, including Japan, portfoliosand is also a member of the International All Cap Portfolio Construction Group. Prior tojoining Baillie Gifford, Mr. Campbell worked for Goldman Sachs as an analyst in theInvestment Banking division. He graduated BA in Modern History from the University ofOxford in 2000.

Mr. Campbell has been a member of the team since 2010.


MPhil in 18th Century and Romantic Literature (2009)University of Cambridge

CFA Charterholder


Ms. Earnshaw has been a member of the team since 2014.

Joe FaradayMEng in Chemical Engineering (2002) University of Cambridge

MBA (2009) University of Edinburgh

CFA Charterholder

Mr. Faraday is a Client Service Director where he is responsible for servicingInternational All Cap Clients. He has been a member of the International All CapPortfolio Construction Group since 2007. Mr. Faraday joined Baillie Gifford’s GraduateScheme in 2002 and worked in the Manager’s European, North America, DevelopedAsian and Emerging Markets Equity Teams before transferring to the Clients Departmentin 2013. Following an engineering scholarship with the Smallpeice Trust in his gap year,Mr. Faraday graduated MEng in Chemical Engineering from the University of Cambridgein 2002 and gained an MBA from the University of Edinburgh in 2009. He is also a CFACharterholder.

Mr. Faraday has been a member of the team since 2007.

Moritz SitteBSc in Business Administration (2009) University of Regensburg

MSc in Finance and Investment (2010) University of Edinburgh

CFA Charterholder

Mr. Sitte joined Baillie Gifford in 2010 and is a portfolio manager in the European EquityTeam. He has also been a member of the International All Cap Portfolio ConstructionGroup since 2014. He graduated BSc in Business Administration from the University ofRegensburg, Germany in 2009 and MSc in Finance and Investment from the Universityof Edinburgh in 2010. Mr. Sitte is a CFA Charterholder.

Mr. Sitte has been a member of the team since 2014.



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Baillie Gifford Emerging Markets Equities Fund TeamUnder normal circumstances, the Fund’s portfolio management team meets regularly to review existing holdings and individual stockdecisions. The team also holds ad hoc meetings as required to discuss relevant developments in the portfolio. The ultimate decision tobuy or sell a stock rests with members of the portfolio management team.

Baillie Gifford Emerging Markets Equities Fund is jointly and primarily managed by a team of experienced portfolio managers, whichconsists of:


Baillie Gifford Global Alpha Equities Fund TeamThe Fund’s portfolio management team seeks ideas from across the Baillie Gifford Group investment teams and, under normalcircumstances, holds formal monthly meetings with the Manager’s regional investment teams to review portfolio holdings and potentialstock purchases. The team also holds ad hoc meetings as required to discuss relevant developments in the portfolio. Each member ofthe team has equal ownership and accountability for all portfolio decisions.

Baillie Gifford Global Alpha Equities Fund is jointly and primarily managed by a team of experienced portfolio managers, which consistsof:


Ben DurrantBSc (Hons) in Mathematics (2012)University of Edinburgh


Mr. Durrant is an Investment Manager in the Emerging Markets Team and before that hewas an Investment Analyst in the Private Companies Team. He joined Baillie Gifford in2017. He previously worked for RBS in their Group Strategy and Corporate FinanceTeam. He is also a Chartered Accountant and a CFA Charterholder. Ben graduated BSc(Hons) in Mathematics from the University of Edinburgh in 2012.

Mr. Durrant has been a member of the team since 2021.



Mr. Gush has been a member of the team since 2005.

Andrew StobartMA in Economics (1987) Cambridge University

Mr. Stobart has been a portfolio manager in the Emerging Markets Team since 2007 andsits on the Emerging Markets All Cap Portfolio Construction Group. Mr. Stobart has alsobeen a member of the International Alpha Portfolio Construction Group since 2008.Since joining Baillie Gifford as an Investment Analyst in 1991, Mr. Stobart has worked inthe U.K., Japanese and North American Teams. Prior to joining Baillie Gifford,Mr. Stobart spent three years working in Investment Banking in London. Mr. Stobartgraduated MA in Economics from the University of Cambridge in 1987.

Mr. Stobart has been a member of the team since 2007.

Spencer AdairBSc in Medicine (1997) University of St. Andrews

CFA Charterholder

Mr. Adair joined Baillie Gifford in 2000 and is a portfolio manager in the Global AlphaTeam. He became a Partner in 2013 and has also spent time working in the FixedIncome, Japanese, European and U.K. Equity Teams. Spencer managed the InvestmentGrade Long Bond Fund whilst being a Fixed Income Portfolio Manager and theEuropean portion of wider Global portfolios whilst in the European Team. He has alsospent time with the Manager’s Emerging Markets Team. Spencer has been involved inthe Global Alpha portfolio since inception in 2005 and has focused exclusively on thisportfolio management responsibility since early 2007. Mr. Adair graduated BSc inMedicine from the University of St Andrews in 1997, followed by two years of clinicaltraining in Edinburgh.

Mr. Adair has been a member of the team since the inception of the strategy in 2005 andthis is now his sole portfolio responsibility.



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Baillie Gifford Global Stewardship Equities Fund TeamUnder normal circumstances, the Fund’s portfolio management team meets regularly to discuss individual stock selection, to assessrelevant developments related to holdings within the Fund, and to review the portfolio as a whole. The team also holds ad hoc meetingsas required to discuss relevant developments in the portfolio. The team takes collective responsibility for portfolio construction.

Baillie Gifford Global Stewardship Equities Fund is jointly and primarily managed by a team of experienced portfolio managers, whichconsists of:


Malcolm MacCollMA in Economics and History (1998) University of St Andrews

MLitt in Economics, Politics, and Management (1999)University of St. Andrews

Member, CFA Society U.K.

Mr. MacColl is a portfolio manager in the Global Alpha Team, having been involved withGlobal Alpha since the product’s inception in 2005. He became a Partner of the firm in2011 and will become the Joint Senior Partner of the firm on May 1, 2021. Mr. MacColljoined Baillie Gifford in 1999 and has spent time working in the U.K. Small Cap andNorth American Teams. Malcolm managed the North American portion of wider Globalportfolios whilst in the North American Team. He is a member of the U.K. Society ofInvestment Professionals. Mr. MacColl graduated MA in Economics and History in 1998and MLitt in Economics, Politics and Management in 1999, both from the University ofSt Andrews.

Mr. MacColl has been a member of the team since the inception of the strategy in 2005and this is now his sole portfolio responsibility.

Helen XiongBSc (Hons) in Economics (2007) Warwick University

MPhil in Economics (2008) University of Cambridge

Ms. Xiong joined joined Baillie Gifford in 2008 and is a Partner and investment manager onthe Global Alpha Team. In addition to Global Alpha, Ms. Xiong has spent time working onthe Manager’s Developed Asia, UK, North America, Emerging Markets and Global EquityTeams. Before coming to live and work in the UK, Ms. Xiong lived in China, South Africaand Norway. She graduated BSc (Hons) in Economics from the University of Warwick in2007 and MPhil in Economics from the University of Cambridge the following year.

Ms. Xiong has been a member of the team since 2021.

Josie BentleyMA (Oxon) in Music (2014) University of Oxford

Ms. Bentley joined Baillie Gifford in 2016 and is a portfolio manager in the EuropeanEquity Team and is a member of the Global Stewardship Portfolio Construction Group.She previously spent time in the International Growth, U.K. Equity and High Yield BondTeams. Ms. Bentley started her career in London, working as a global board analyst atRussell Reynolds Associates. She graduated MA (Oxon) in Music from the University ofOxford in 2014.

Ms. Bentley has been a member of the team since 2020.

Matthew BrettBA (Hons) in Natural Sciences (Psychology) (2003)University of Cambridge

PhD in Psychology Bristol University

CFA Charterholder

Mr. Brett is an Investment Manager in the Japanese Equities Team. He is manager of theJapanese All Cap Strategy and Lead Manager of the Japanese Income Growth Strategy.He is also a member of the Global Stewardship Portfolio Construction Group. Mr. Brettjoined Baillie Gifford in 2003 and became a Partner in 2018. He is a CFA Charterholder.Mr. Brett graduated BA (Hons) in Natural Sciences (Psychology) from the University ofCambridge in 2000 and holds a PhD in Psychology from the University of Bristol.

Mr. Brett has been a member of the team since the Fund’s inception in 2017.


CFA Charterholder


Mr. Gush has been a member of the team since the Fund’s inception in 2017.



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Baillie Gifford International Alpha Fund TeamUnder normal circumstances, the Fund’s portfolio management team meets regularly to discuss individual stock selection and quarterlyto discuss the portfolio as a whole, with a focus on identifying underlying themes which may be over-represented or under-represented.The team also holds ad hoc meetings as required to discuss relevant developments in the portfolio. Although individual members coverassigned areas of responsibility, all members are encouraged to look for ideas from across the relevant markets and from any of theManager’s investment teams.

While the whole team discusses investment decisions, the ultimate decision on whether to buy a stock rests with the team member whonominated it for discussion, such that the team harnesses the perspectives and insights of the group while retaining the accountabilityand efficiency of individual decision making.

Baillie Gifford International Alpha Fund is jointly and primarily managed by a team of experienced portfolio managers, which consists of:


Iain McCombieMA (Hons) in Accounting Aberdeen University

CFA Charterholder

Mr. McCombie is the lead manager of the Manager’s U.K. Core strategy. He is also amember of the Global Stewardship Portfolio Construction Group (PCG). Most recently,Mr. McCombie served as Chief of Investment Staff from 2013 to 2018 and became aPartner of the firm in 2005. He initially joined Baillie Gifford in 1994 and spent five yearstraining as a portfolio manager in the U.S. Equities Team before joining the U.K. EquityTeam in 1999. Mr. McCombie graduated MA in Accountancy from the University ofAberdeen and subsequently trained as a Chartered Accountant.

Mr. McCombie has been a member of the team since the Fund’s inception in 2017.

Gary RobinsonMBiochem (2003) University of Oxford

CFA Charterholder

Mr. Robinson is a portfolio manager in the U.S. Equities Team. He graduated MBiochemin Biochemistry from the University of Oxford in 2003 and joined Baillie Gifford the sameyear. He spent time working on the Manager’s Japanese, U.K. and European EquityTeams before moving to the U.S. Equities Team in 2008. Mr. Robinson is a generalistinvestor but retains a special interest in the healthcare sector dating back to hisundergraduate degree. Mr. Robinson is also a member of the Global StewardshipPortfolio Construction Group.

Mr. Robinson has been a member of the team since the Fund’s inception in 2017.

Zaki SabirBA in Business Accounting and Finance (2006)Newcastle University

Mr. Sabir joined Baillie Gifford in 2007 and is a Senior Analyst in the Global DiscoveryTeam. He has also been a member of the Global Stewardship Portfolio ConstructionGroup since 2017. Mr. Sabir graduated BA in Business Accounting and Finance from theUniversity of Newcastle in 2006.

Mr. Sabir has been a member of the team since the Fund’s inception in 2017.

Donald FarquharsonMA (Hons) in Arabic Studies (1987) University of St Andrews


Mr. Farquharson heads the Japanese Equities Team and has been a member of theInternational Alpha Portfolio Construction Group (PCG) since 2014. He joined BaillieGifford in 2008 and became a Partner in 2017. He has 32 years’ investment experiencededicated almost entirely to Japanese Equities. Mr. Farquharson spent 20 years workingfor Schroders as a Japanese specialist, latterly as Head of the Pan Pacific Equity Team.Between 1991 and 1995, he headed Schroders’ Research Team in Tokyo.Mr. Farquharson graduated MA (Hons) in Arabic Studies from the University ofSt Andrews in 1987 and is a CFA Charterholder.

Mr. Farquharson has been a member of the team since 2014.

Angus FranklinMA in Economics and Social History (1988) St. Andrews University

Chartered Accountant (1992)

Mr. Franklin conducts research for International Alpha Portfolios and became a Partner in2012, having also worked in the UK, Emerging Markets and European Equity Teams sincejoining Baillie Gifford in 1994. Mr. Franklin graduated MA in Social and Economic Historyfrom The University of St Andrews and qualified as a Chartered Accountant in 1992.

Mr. Franklin has been a member of the team since the Fund’s inception in 2006.



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Baillie Gifford International Concentrated Growth Equities Fund TeamUnder normal circumstances, the Fund’s portfolio management team meets periodically to review the portfolio as a whole and todiscuss individual stock selection. The team periodically meets informally to review relevant developments related to holdings within theFund. The team also holds ad hoc meetings as required to discuss relevant developments in the portfolio. The team takes collectiveresponsibility for portfolio construction.

Baillie Gifford International Concentrated Growth Equities Fund is jointly and primarily managed by a team of experienced portfoliomanagers, which consists of:


Toby RossMA in English Literature (2006)University of Cambridge

CFA Charterholder

Mr. Ross joined Baillie Gifford in 2006 and is Co-Head of the Global Income GrowthTeam and Joint Manager of The Scottish American Investment Company PLC (SAINTS).He has also been a member of the International Alpha Portfolio Construction Groupsince 2018. Since joining Baillie Gifford, Mr. Ross has also spent time as an InvestmentAnalyst in the U.K. Equity Team and as a Global Sector Specialist. He graduated MA inEnglish Literature from the University of Cambridge in 2006 and is a CFA Charterholder.

Mr. Ross has been a member of this team since 2018.

Andrew StobartMA in Economics (1987)University of Cambridge

Mr. Stobart has been a portfolio manager in the Emerging Markets Team since 2007 andsits on the Emerging Markets All Cap Portfolio Construction Group. Mr. Stobart has alsobeen a member of the International Alpha Portfolio Construction Group since 2008.Since joining Baillie Gifford as an Investment Analyst in 1991, Mr. Stobart has worked inthe U.K., Japanese and North American Teams. Prior to joining Baillie Gifford,Mr. Stobart spent three years working in Investment Banking in London. Mr. Stobartgraduated MA in Economics from the University of Cambridge in 1987.

Mr. Stobart has been a member of this team since 2008.

Jenny DavisBA in Music (2008) Oxford University

Ms. Davis is a portfolio manager for International Alpha clients and has been a memberof the International Alpha Portfolio Construction Group (PCG) since 2016. She joinedBaillie Gifford in 2011 and worked on two of the Manager’s global equity strategies,having started her career at Neptune Investment Management. Ms. Davis graduated MAin Music from the University of Oxford in 2008, and latterly undertook postgraduatestudies in Psychotherapy at the University of Edinburgh.

Ms. Davis has been a member of the team since 2016.

Tom WalshLLB (Hons) in Law & Economics (1999) University of Edinburgh

CFA Charterholder

Mr. Walsh is a portfolio manager for International Alpha clients and a member of theInternational Alpha Portfolio Construction Group (PCG). He joined Baillie Gifford in 2009,working on the U.K., European and Global Opportunities Teams, as well as spendingfour years as a member of the International All Cap PCG. Before joining Baillie Gifford,Mr. Walsh worked at Fidelity International, Merrill Lynch and Deloitte & Touche. Hegraduated LLB (Hons) in Law & Economics from the University of Edinburgh in 1999 andis both CFA and ACA qualified.

Mr. Walsh has been a member of the team since 2018.

Mr. Anderson has been the Manager and then Joint Manager of Scottish MortgageInvestment Trust since 2000 and is a co-manager of the International ConcentratedGrowth Strategy. He Chaired the International Growth Portfolio Group from its inception in2003 until July 2019 and remains co-manager of Vanguard International Growth. In 2003,Mr. Anderson also co-founded the Manager’s Long Term Global Growth Strategy. Prior tothis, he headed the Manager’s European Equity Team. Mr. Anderson has served as amember of the Advisory Board of the government sponsored Kay Review and as Chair ofthe subsequent industry working group that set up the U.K. Investor Forum. He joinedBaillie Gifford in 1983 and became a Partner in 1987. Mr. Anderson graduated BA inHistory from the University of Oxford and after postgraduate study in Italy and Canada hegained an MA in International Affairs in 1982. He is a Trustee of the Johns HopkinsUniversity and is the Non-Executive Chair of Kinnevik AB, a Swedish investment company.

Mr. Anderson has been a co-manager of this team since the Fund’s inception in 2017.Mr. Anderson is expected to retire from the Manager and cease to serve as PortfolioManager for the Fund effective on or about April 30, 2022.

James AndersonBA in Modern History (1980) Oxford University

MA in International Affairs (1982) Oxford University



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Baillie Gifford International Growth Fund TeamUnder normal circumstances, the Fund’s portfolio management team meets regularly to discuss individual stock selection. The teamtakes into account the views of a larger group of the Manager’s senior portfolio managers that meets quarterly to discuss views onmarkets, which are advisory only and do not bind the decisions of the Fund’s management team. The team also holds ad hoc meetingsas required to discuss relevant developments in the portfolio. The team takes collective responsibility for portfolio construction.

Baillie Gifford International Growth Fund is jointly and primarily managed by a team of experienced portfolio managers, which consistsof:


Lawrence BurnsBA in Geography (2009) University of Cambridge

Mr. Burns joined Baillie Gifford in 2009 and became a Partner of Baillie Gifford & Co. in2020. He is a portfolio manager in the Manager’s strategies that focus on transformativegrowth companies. Mr. Burns has been a member of the International Growth PortfolioConstruction Group since October 2012 and took over as Deputy Chair in July 2019.Mr. Burns is also a co-manager of the International Concentrated Growth Strategy. Hehas also spent time working in both the Emerging Markets and U.K. Equity Departments.Mr. Burns graduated BA in Geography from the University of Cambridge in 2009.

Mr. Burns has been a co-manager of the team since the Fund’s inception in 2017.

Paulina SliwinskaMA (Hons) in Arabic and Politics (2013) University of Edinburgh

Ms. Sliwinska joined Baillie Gifford in 2013. She has worked with regional and globalequity teams and is an analyst in the International Growth Team and co-manager ofInternational Concentrated Growth. Ms. Sliwinska graduated MA (Hons) Arabic & Politicsfrom the University of Edinburgh in 2013 and is proficient or fluent in Arabic, French andPolish. She is a CFA Charterholder.

Ms. Sliwinska has been a co-manager of the team since the Fund’s inception in 2017.

James AndersonBA in Modern History (1980)

MA in International Affairs (1982)Oxford University

Mr. Anderson has been the Manager and then Joint Manager of Scottish MortgageInvestment Trust since 2000 and is a co-manager of the International ConcentratedGrowth Strategy. He Chaired the International Growth Portfolio Group from its inceptionin 2003 until July 2019 and remains co-manager of Vanguard International Growth. In2003, Mr. Anderson also co-founded the Manager’s Long Term Global Growth Strategy.Prior to this, he headed the Manager’s European Equity Team. Mr. Anderson has servedas a member of the Advisory Board of the government sponsored Kay Review and asChair of the subsequent industry working group that set up the U.K. Investor Forum. Hejoined Baillie Gifford in 1983 and became a Partner in 1987. Mr. Anderson graduatedBA in History from the University of Oxford and after postgraduate study in Italy andCanada he gained an MA in International Affairs in 1982. He is a Trustee of the JohnsHopkins University and is the Non-Executive Chair of Kinnevik AB, a Swedishinvestment company.

Mr. Anderson has been a member of this team since the Fund’s inception in 2008.Mr. Anderson is expected to retire from the Manager and cease to serve as PortfolioManager for the Fund effective on or about April 30, 2022.

Julia AngelesPhD in EconomicsUniversity of Aarhus

Ms. Angeles is a member of the International Growth and Health Innovation PortfolioConstruction Groups. She joined Baillie Gifford in 2008 and has been part of differentglobal and regional teams. Ms. Angeles previously worked as a Management Consultantat McKinsey & Company advising firms in Denmark, Russia and Hungary. She obtaineda PhD in Economics from the University of Aarhus, Denmark, and speaks fluent Russianand Danish.

Ms. Angeles has been a member of the team since 2017.



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Baillie Gifford International Smaller Companies Fund TeamUnder normal circumstances, the Fund’s portfolio management team meets regularly to discuss individual stock selection and at leastquarterly to discuss the portfolio as a whole, with a focus on identifying underlying themes which may be over-represented or under-represented. The team also holds ad hoc meetings as required to discuss relevant developments in the portfolio. All members areencouraged to look for ideas from across the relevant markets and from any of the Manager’s investment teams.

Baillie Gifford International Smaller Companies Fund is jointly and primarily managed by a team of experienced portfolio managers,which consists of:


Thomas CouttsBA in Modern Languages (1994) Oxford University

Mr. Coutts has been a member of the International Growth Portfolio Construction Groupsince March 2008 and took over as Chair in July 2019. He became a Partner in 2014 andthe Manager’s Chief of Investment Staff in 2018. Mr. Coutts joined Baillie Gifford in 1999and spent a number of years in the Manager’s U.K. and European Equity Teams beforejoining the dedicated International Growth research group full time in 2017. Hegraduated BA in Modern Languages in 1994.

Mr. Coutts has been a member of the team since the Fund’s inception in 2008.

Mr. Burns joined Baillie Gifford in 2009 and became a Partner of Baillie Gifford & Co. in2020. He is a portfolio manager in the Manager’s strategies that focus on transformativegrowth companies. Mr. Burns has been a member of the International Growth PortfolioConstruction Group since October 2012 and took over as Deputy Chair in July 2019.Mr. Burns is also a co-manager of the International Concentrated Growth Strategy. Hehas also spent time working in both the Emerging Markets and U.K. Equity Departments.Mr. Burns graduated BA in Geography from the University of Cambridge in 2009.

Mr. Burns has been a member of the team since 2012.

Lawrence BurnsBA in Geography (2009) University of Cambridge

Brian LumMSci and BA (Hons) in Physics (2006) University of Cambridge

CFA Charterholder

Mr. Lum is a portfolio manager in the Manager’s International Growth Research Teamand became a member of the International Growth Portfolio Construction Group inMay 2015. He also Chairs the Manager’s International Smaller Companies PortfolioConstruction Group. Mr. Lum joined Baillie Gifford in 2006 and initially worked in theNorth American and Emerging Markets departments, before spending a number of yearsfocused on investment in smaller companies. He is a CFA Charterholder. Mr. Lumgraduated MSci and BA (Hons) in Physics from the University of Cambridge in 2006.

Mr. Lum has been a member of this team since 2015.

Charlie Broughton

MA (Hons) in Medieval History and Archaeology from (2013)University of St Andrews

CFA Charterholder

Mr. Broughton joined Baillie Gifford in 2014 and is a portfolio manager in the SmallerCompanies Team. He is a CFA Charterholder. Mr. Broughton graduated MA (Hons) inMedieval History and Archaeology from the University of St Andrews in 2013.

Mr. Broughton has been a member of the team since 2021.

Praveen KumarBEng in Computer Science (2001) Bangalore University

MBA (2008) University of Cambridge

Mr. Kumar joined Baillie Gifford in 2008 and is a portfolio manager in the JapaneseEquities Team. He previously worked for FKI Logistex. Mr. Kumar graduated BEng inComputer Science from Bangalore University in 2001 and gained an MBA from theUniversity of Cambridge in 2008.

Mr. Kumar has been a member of the team since the Fund’s inception in 2018.



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Baillie Gifford Japan Growth FundUnder normal circumstances, the Fund’s portfolio management team meets regularly to discuss stocks and periodically to discuss theoverall composition of the portfolio.

Baillie Gifford Japan Growth Fund is jointly and primarily managed by a team of experienced portfolio managers, which consists of:


Baillie Gifford Long Term Global Growth Fund TeamUnder normal circumstances, the Fund’s portfolio management team meets regularly to discuss individual stock selection, reviewportfolio holdings and potential stock purchases. The team also holds ad hoc meetings as required to discuss relevant developments inthe portfolio. All of the members of the team are responsible for researching stocks and every investor contributes to the generation ofnew ideas, stock research and stock discussions. Once a stock has been fully researched and discussed by all in the team, theportfolio managers are responsible for making the ultimate decision on its inclusion (or otherwise) in the portfolio. Their decisions placean emphasis on backing enthusiasm rather than achieving a full consensus. Each portfolio manager has ownership and accountabilityfor portfolio decisions.

Brian LumMSci and BA (Hons) in Physics (2006) University of Cambridge

CFA Charterholder

Mr. Lum is a portfolio manager in the Manager’s International Growth Research Teamand became a member of the International Growth Portfolio Construction Group inMay 2015. He also Chairs the Manager’s International Smaller Companies PortfolioConstruction Group. Mr. Lum joined Baillie Gifford in 2006 and initially worked in theNorth American and Emerging Markets departments, before spending a number of yearsfocused on investment in smaller companies. He is a CFA Charterholder. Mr. Lumgraduated MSci and BA (Hons) in Physics from the University of Cambridge in 2006.

Mr. Lum has been a member of the team, and Chairman, since the Fund’s inception in2018.

Milena MilevaMPhil in Politics (2009) Oxford University

BA in Social and Political Science (2007) University of Cambridge

Ms. Mileva joined Baillie Gifford in 2009 and is a portfolio manager in the U.K. EquityTeam. She has also been a member of the Pan-European Portfolio Construction Groupsince 2014. Ms. Mileva graduated BA in Social & Political Science from the University ofCambridge in 2007 and MPhil in Politics from the University of Oxford in 2009.

Ms. Mileva has been a member of the team since the Fund’s inception in 2018.

Steve VaughanBA (Hons) in Jurisprudence (2001) Oxford University

MA in International Relations (2012) Exeter

CFA Charterholder

Mr. Vaughan joined Baillie Gifford in 2012 and is a portfolio manager in the SmallerCompanies Team. He is a CFA Charterholder. Prior to joining Baillie Gifford, Mr. Vaughanwas an Officer in the British Army for nine years. He graduated BA (Hons) inJurisprudence from the University of Oxford in 2001 and MA in International Relationsfrom the University of Exeter in 2012.

Mr. Vaughan has been a member of the team since the Fund’s inception in 2018.

Donald FarquharsonMA (Hons) in Arabic Studies (1987) University of St Andrews


Mr. Farquharson heads the Japanese Equities Team and has been a member of theInternational Alpha Portfolio Construction Group (PCG) since 2014. He joined BaillieGifford in 2008 and became a Partner in 2017. He has 32 years’ investment experiencededicated almost entirely to Japanese Equities. Mr. Farquharson spent 20 years workingfor Schroders as a Japanese specialist, latterly as Head of the Pan Pacific Equity Team.Between 1991 and 1995, he headed Schroders’ Research Team in Tokyo.Mr. Farquharson graduated MA (Hons) in Arabic Studies from the University ofSt Andrews in 1987 and is a CFA Charterholder.

Mr. Farquharson has been a member of the team since the Fund’s inception in 2020.

Tolibjon TursunovLLB in Law (2008) Queen Mary University of London


Mr. Tursunov joined Baillie Gifford in 2011 and is a portfolio manager in the JapaneseEquities Team. He began his professional career in the Corporate and OperationsFinance Department of British American Tobacco. Later, he set up a price-comparisonwebsite covering products and services in the insurance, banking and telecom sectors inCentral Asia. Mr. Tursunov graduated LLB in Law from Queen Mary University of Londonin 2008 and is a CFA Charterholder.

Mr. Tursunov has been a member of the team since the Fund’s inception in 2020.



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Baillie Gifford Long Term Global Growth Fund is jointly and primarily managed by a team of experienced portfolio managers, whichconsists of:


Baillie Gifford Positive Change Equities Fund TeamUnder normal circumstances, the Fund’s portfolio management team meets regularly to discuss individual stock selection and reviewrelevant developments related to holdings. The team takes collective responsibility for portfolio construction and meets formallyapproximately every six weeks to review the portfolio as a whole. The team also holds ad hoc meetings as required to discuss unusualor material developments in the portfolio.

Baillie Gifford Positive Change Equities Fund is jointly and primarily managed by a team of experienced portfolio managers, whichconsists of:


Baillie Gifford U.S. Discovery FundUnder normal circumstances, the Fund’s portfolio management team meets weekly to discuss stocks and every six weeks to discussthe portfolio and individual stock enthusiasm. The team also meets quarterly to review the portfolio’s positioning. This is in addition tothe ad hoc meetings which are held as required to discuss relevant developments in the portfolio.

Tom SlaterBSc in Computer Science with Mathematics (2000)University of Edinburgh

CFA Charterholder

Mr. Slater is Head of the U.S. Equities Team and is a Decision Maker on Long TermGlobal Growth Portfolios. He joined Baillie Gifford in 2000 and became a Partner of thefirm in 2012. After serving as Deputy Manager for five years, Mr. Slater was appointedJoint Manager of Scottish Mortgage Investment Trust in 2015. During his time at BaillieGifford he has also worked in the Developed Asia and U.K. Equity Teams. Mr. Slater’sinvestment interest is focused on high growth companies both in listed equity marketsand as an investor in private companies. He graduated BSc in Computer Science withMathematics from the University of Edinburgh in 2000.

Mr. Slater has been a member of the team of portfolio managers for this Fund since theFund’s inception in 2014.

Mark UrquhartBA in Philosophy, Politics, and Economics (1992)Oxford University

PhD in Politics (1996) University of Edinburgh

Mr. Urquhart is the head of the Long Term Global Growth Team, a strategy whichhe co-founded in 2003. He is also an investment manager on the China A-share Team.Mr. Urquhart joined Baillie Gifford in 1996, initially working as an Investment Analyst andManager in the US, UK and Japanese Equities teams. He became a Partner in 2004.Mr. Urquhart graduated BA in Philosophy, Politics and Economics from the University ofOxford in 1992 and spent a year at Harvard as a Kennedy Scholar in 1993 beforecompleting a PhD in Politics with a thesis on Nationalism in the EU at the University ofEdinburgh in 1996.

Mr. Urquhart has been a member of the team of portfolio managers for this Fund sincethe Fund’s inception in 2014.

Kate FoxMA in Economics (2011) University of Edinburgh

CFA Charterholder

Ms. Fox joined Baillie Gifford in 2002 and became a Partner of Baillie Gifford & Co in2020. She is a portfolio manager and decision maker for the Positive Change strategy.Ms. Fox is a CFA Charterholder and graduated MA in Economics and Maths from theUniversity of Edinburgh in 2001.

Ms. Fox has been a member of the team since the Fund’s inception in 2017.

Lee QianBA (Hons) in Economics and Management (2012)Oxford University

CFA Charterholder

Mr. Qian Joined Baillie Gifford in 2012 and is a portfolio manager and decision maker forthe Positive Change strategy. He is a CFA Charterholder. Mr. Qian graduated BA (Hons)in Economics and Management from the University of Oxford in 2012.

Mr. Qian has been a member of the team since the Fund’s inception in 2017.



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Baillie Gifford U.S. Discovery Fund is jointly and primarily managed by a team of experienced portfolio managers, which consists of:


Baillie Gifford U.S. Equity Growth Fund TeamUnder normal circumstances, the Fund’s portfolio management team meets regularly to discuss individual stock decisions and everyseven weeks to discuss portfolio construction. The team also holds ad hoc meetings as required to discuss relevant developments inthe portfolio. All of the members of the team are responsible for researching stocks and every investor contributes to the generation ofnew ideas, stock research and stock discussions. Once a stock has been fully researched and discussed by all in the team, theportfolio managers are responsible for making the ultimate decision on its inclusion (or otherwise) in the portfolio. Their decisions placean emphasis on backing enthusiasm rather than achieving a full consensus. Each portfolio manager has ownership and accountabilityfor portfolio decisions.

Baillie Gifford U.S. Equity Growth Fund is jointly and primarily managed by a team of experienced portfolio managers, which consists of:


Douglas BrodieBSc in Molecular Biology & Biochemistry (1997)University of Durham

DPhil in Molecular Immunology (2001) University of Oxford

Mr. Brodie joined Baillie Gifford in 2001 and is Head of the Discovery Team. Mr. Brodiebecame a Partner in 2015 and is a CFA Charterholder. He graduated BSc in MolecularBiology & Biochemistry from the University of Durham in 1997 and attained a DPhil inMolecular Immunology from the University of Oxford in 2001.

Mr. Brodie has been a member of the team since the Fund’s inception in 2021.

Svetlana VitevaBA in Economics and Business Administration (2008)American University in Bulgaria

MSc in Investment Analysis (2009) University of Stirling

PhD in Accounting and Finance (2012) University of Stirling

Ms. Viteva joined Baillie Gifford in 2012 and, in addition to managing Baillie Gifford U.S.Discovery Fund, is an portfolio manager in the Discovery Team. She is a CFACharterholder. Ms. Viteva is also a Deputy Manager of the global small cap investmenttrust, Edinburgh Worldwide Investment Trust. She graduated BA in Economics and BA inBusiness Administration from the American University in Bulgaria in 2008, MSc inInvestment Analysis in 2009 and PhD in Accounting and Finance in 2012, both from theUniversity of Stirling.

Ms. Viteva has been a member of the team since the Fund’s inception in 2021.

Dave BujnowskiBSc in Finance and Philosophy Boston College (1993)

Mr. Bujnowski joined Baillie Gifford in 2018 as a Senior Analyst and is now a portfoliomanager in the U.S. Equities team. He became a Partner of the firm in 2021. Prior tojoining Baillie Gifford, Mr. Bujnowski co-founded Coburn Ventures in 2005. In his13 years at Coburn Ventures, Mr. Bujnowski was a Partner, primary client-facingconsultant, research analyst and portfolio manager of a long-short, market neutralhedge fund. He started his career in 1996, joining Warburg Dillon Read’s equityresearch group as an associate semiconductor analyst before joining UBS’s GlobalTech Strategy team. Mr. Bujnowski graduated from Boston College in 1993, where hemajored in Finance and Philosophy.

Mr. Bujnowski has been a member of the team since 2020.

Kirsty GibsonMA (Hons) in Economics (2011)Edinburgh University

MSc Carbon Management (2012)Edinburgh University

Ms. Gibson joined Baillie Gifford in 2012 and is a portfolio manager in the U.S. EquitiesTeam, and co-manager of the US Growth Trust. She was also a member of the PositiveChange Portfolio Construction Group until 2020. Ms. Gibson graduated MA (Hons) inEconomics in 2011 and MSc in Carbon Management in 2012, both from the Universityof Edinburgh.

Ms. Gibson has been a member of the team since 2015.

Gary RobinsonMBiochem (2003) University of Oxford

CFA Charterholder

Mr. Robinson is a portfolio manager in the U.S. Equities Team. He graduated MBiochemin Biochemistry from the University of Oxford in 2003 and joined Baillie Gifford the sameyear. He spent time working on the Manager’s Japanese, U.K. and European EquityTeams before moving to the U.S. Equities Team in 2008. He became a Partner of thefirm in 2019. Mr. Robinson is a generalist investor but retains a special interest in thehealthcare sector dating back to his undergraduate degree. Mr. Robinson is also amember of the Global Stewardship Portfolio Construction Group.

Mr. Robinson has been a member of the team since 2008.



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CompensationThe SAI provides information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and theportfolio managers’ ownership of Fund shares.

Tom SlaterBSc in Computer Science with Mathematics (2000)University of Edinburgh

CFA Charterholder

Mr. Slater is Head of the U.S. Equities Team and is a Decision Maker on Long TermGlobal Growth Portfolios. He joined Baillie Gifford in 2000 and became a Partner of thefirm in 2012. After serving as Deputy Manager for five years, Mr. Slater was appointedJoint Manager of Scottish Mortgage Investment Trust in 2015. During his time at BaillieGifford he has also worked in the Developed Asia and U.K. Equity Teams. Mr. Slater’sinvestment interest is focused on high growth companies both in listed equity marketsand as an investor in private companies. He graduated BSc in Computer Science withMathematics from the University of Edinburgh in 2000.

Mr. Slater has been a member of the team since 2015.



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SHARES

Share ClassesThe Trust is authorized to issue Class K and InstitutionalClass shares of each Fund covered by this Prospectus.

How Shares are PricedEach share class has its own share price. The purchase price ofeach share class of a Fund’s shares is based on that class’s netasset value. The share price is computed for each share class asfollows:

— the total market value of all assets and fund-level liabilitiesof each Fund is calculated, then divided by the total amountof shares held in that Fund (the “Fund Asset Value”); then

— the market value of the assets for each class is calculatedon a pro-rata basis, based on the Fund Asset Value (the“Class Asset Value”); then

— the market value of the class-specific liabilities attributable toeach share class is calculated (the “Class Liabilities”); then

— the share price for each class is calculated by deducting theClass Liabilities from the Class Asset Value.

When shares are pricedThe net asset value for each share class will be determined as ofa particular time of day (the “Pricing Point”) on any day onwhich the NYSE is open for unrestricted trading. The PricingPoint is normally at the scheduled close of unrestricted tradingon the NYSE (generally 4:00 p.m. Eastern Time). In unusualcircumstances, the Funds may determine that the Pricing Pointshall be at an earlier, unscheduled close or halt of trading on theNYSE. The price at which purchase and redemption orders areeffected is based on the next calculation of the net asset valueafter the order is received in good order. “Good order” means,among other things, that your request includes completeinformation. In general, an order is in “good order” if it includes:(i) the trade date of the purchase or redemption; (ii) the name ofthe Fund and share class; (iii) the U.S. dollar amount of theshares, in the case of a redemption you may also providenumber of shares; (iv) the name and the account number setforth with sufficient clarity to avoid ambiguity; and (v) the relevantauthorized signatories. In the case of a purchase, immediatelyavailable funds must also be received prior to the Pricing Point.

The net asset value for each class may be affected by changes inthe value of currencies in relation to the U.S. dollar. This isbecause investments initially valued in currencies other than theU.S. dollar are converted to U.S. dollars using currency exchangerates obtained from pricing services at the Pricing Point on eachday that the NYSE is open for unrestricted trading. If you arebuying or selling shares, the share price you receive will be theshare price determined after the purchase or redemption requestis received by the applicable Fund (or your financial intermediary)in good order.

The net asset value of the Fund’s shares may change on dayswhen shareholders will not be able to purchase or redeem sharesof the Fund. This is because the Fund may invest in securitiesthat are primarily traded on foreign exchanges which may tradeat times or on days when the Fund does not price its shares.

Current net asset values per share for each Fund that hascommenced operation are available on the Funds’ website athttp://USmutualfund.bailliegifford.com.

How assets are valuedIn accordance with the Trust’s Pricing and Valuation Procedures,each Fund’s investments are valued at their fair market value asfollows:

1. If reliable market quotations are readily available, theinvestments will generally be valued at the last quoted saleprice on each business day or, if not traded on that businessday, at the most recent quoted bid price.

2. If reliable current market quotations are not readily availableor quotations are not believed to be reliable due to marketchanges that occur after the most recent availablequotations are obtained or for any other reason, the fairvalue of the investments will be assessed in accordance withthe pricing and valuation procedures of the Trust, as morefully described in the SAI. Such market changes may:

º relate to a single issuer or events relating to multipleissuers;

º be considered to include changes in the value of U.S.securities or securities indices; or

º occur after the close of the relevant market and beforethe time at which the applicable net asset value isdetermined.

Please see the section entitled “Purchase, Redemption, andPricing of Shares—Determination of Net Asset Value” in the SAIfor further information.

How to Buy or Exchange Shares

Purchase ProcessYou may purchase Institutional Class or Class K shares of anyFund by taking the following two steps:

1. Request a Purchase.If you purchase shares through a financial intermediary, youmay make a purchase for shares by making a request toyour intermediary. Your intermediary may charge you atransaction fee or other fee in return for its services.

For Class K, you may also email a purchase request to theBank of New York Mellon (the “Transfer Agent”) in a formatprescribed by the Manager, which includes:

º the name and class of the Fund;

º the exact name in which shares are to be registered;

º the shareholder account number;

º the dollar amount of shares to be purchased;

º a signature by all owners of the shares, in accordancewith the form of registration;

º the capacity of the signatory, if the signatory is acting ina fiduciary capacity, or as an agent on behalf of acorporation, partnership or trust; and

º the trade date.



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All emails containing a purchase request must beunencrypted. The email address for purchase requests sentto the Transfer Agent is: [email protected].

Please note, if this is your first purchase through a bank,broker or financial intermediary:

º your financial intermediary may have different oradditional requirements for opening an account and/orprocessing share purchases, or may be closed at timeswhen the Fund is open;

º your financial intermediary may need to determinewhich, if any, shares are available through that firm andto learn which other rules apply;

º to open certain types of accounts, such as IRAs, youmay be required to submit an account-specificapplication. If you are opening an account through afinancial intermediary, such as a bank or broker, thefinancial intermediary should have the documents thatyou will need; and

º individual participants in a participant-directedretirement plan (such as a 401(k) plan) must submittheir investment elections in accordance with therelevant plan documentation.

If this is your first purchase and you are not purchasingthrough a financial intermediary (available for Class Kshares only):

º you will need to contact the Trust, which will determine ifyou are eligible to purchase Class K shares. If you areeligible, the Trust will ask you to complete an applicationform; and

º bank account details provided to the Transfer Agent willbe used to process all future redemptions, unless youcontact the Transfer Agent to change those details.

The Manager, Transfer Agent, or your financial intermediary,as applicable, may ask you for additional information.Federal law requires financial institutions to obtain, verify andrecord identification information relating to investors, to helpthe U.S. government fight the funding of terrorism andmoney laundering activities. A Fund may consequently berequired to obtain, and potentially update, the followinginformation from investors: (i) name; (ii) date of birth (forindividuals); (iii) residential or business street address;(iv) Social Security Number, taxpayer identification number,or other identifying number; and (v) completed Forms W-8 orW-9. Individuals opening an account in the name of a legalentity (e.g., a partnership, business trust, limited liabilitycompany, corporation, etc.), may be required to supply theidentity of the beneficial owners or controlling person(s) ofthe legal entity prior to the opening of the account. EachFund or its service providers may release this information orany other information held by you to proper authorities if, inlight of applicable laws or regulations concerning moneylaundering and similar activities, they determine it is in thebest interests of the Fund or otherwise permitted byapplicable law and appropriate to do so. The Funds or theirservice providers may also provide nonpublic personalfinancial information relating to shareholders or prospective

shareholders to third-parties as necessary to performservices for the Funds or to comply with requests fromregulators or tax authorities.

The applicable Fund will then decide whether to accept yourapplication on behalf of the Trust. Assuming your request isaccepted, you will receive the account details for payment.

2. Pay for shares.Payment for shares can be made by:

º electronic bank transfer to the nominated account;

º exchanging securities on deposit with a custodianacceptable to the Manager or the Funds’ distributor,BGFS; or

º a combination of such securities and cash.

The Transfer Agent will then apply the payment to thepurchase of full and fractional Fund shares of beneficialinterest in the Fund, and will send you (or your financialintermediary will send you) a statement confirming thetransaction. Please see the back cover of this Prospectus forinformation on how to contact the Trust. Please see thesection below on how to pay for shares by exchangingsecurities.

Exchange ProcessIf you are an existing shareholder of Class K shares, you mayrequest an exchange by submitting a request to yourintermediary or the Transfer Agent. If you are an existingshareholder of Institutional Class shares, you may request anexchange by submitting a request to your intermediary or theManager. Certain information may be required prior to thecompletion of any exchange.

When you can buy sharesUnless otherwise indicated in this Prospectus or the SAI, sharesof each Fund are offered on a continuous basis and can bepurchased on any day on which the NYSE is open forunrestricted trading.

With respect to transactions directly with the Fund/TransferAgent, for a purchase order to be effective as of a particular day,the Fund must have accepted the order and have receivedimmediately available funds by the Pricing Point on such day.

The Federal Reserve is closed on certain holidays on which theNYSE is open. These holidays are Columbus Day and VeteransDay. On these holidays, you will not be able to purchase sharesby wiring Federal Funds because Federal Funds wiring does notoccur on days when the Federal Reserve is closed.

Cancelling an orderPurchase orders cannot be cancelled after the Trust has receivedimmediately available funds. This is the case even if thecancellation request is received prior to the Pricing Point.

Paying by exchanging securitiesIf you are paying for Fund shares with securities, please note:

— You must obtain instructions by contacting the Funds. See“Contacts and Further Information” below;



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— You must deliver all rights in the securities to the Funds tofinalize the purchase of Fund shares;

— You should obtain tax advice regarding the specific U.S.federal income tax consequences of this process. Generallyspeaking, for U.S. federal income tax purposes, paymentusing securities may give rise to a gain or loss by an investorthat is subject to U.S. federal income taxation. This dependson several factors, including the investor’s basis in thesecurities tendered and the extent to which the investor ownsshares of the Fund following the exchange;

— The securities will be valued in the same manner as theFund’s assets as described under “How Shares are Priced,”subject to any charges or expenses which may be properlyincurred as a consequence of such transaction;

— The Manager will not approve the acceptance of securities inexchange for Fund shares unless:

º The Manager, in its sole discretion, believes thesecurities are appropriate investments for the Fund;

º You represent and agree that all securities offered to aFund are not subject to any restrictions upon their saleby the Fund under the Securities Act of 1933, asamended, or that would otherwise impair the investors’ability to transfer them to the Fund or the Fund’s abilityto dispose of them subsequently; and

º The securities may be acquired under the Fund’sinvestment policies and restrictions.

— No investor owning 5% or more of a Fund’s shares maypurchase additional Fund shares by exchange of securities,other than at the sole discretion of the Manager or BGFS inaccordance with the applicable legal and regulatoryrestrictions on affiliated transactions.

Restrictions on Buying or Exchanging Shares

Minimum InvestmentThe minimum initial investment for Class K is $10 million. Thereis no minimum investment amount for Institutional Class shares.The Fund may, at its discretion, permit a smaller minimum totalinvestment balance for Class K shares under certaincircumstances.

If you purchase or exchange shares through a financialintermediary, the intermediary may impose different investmentminimums.

Share Class EligibilityYou must be eligible for the share class you are applying for. TheFunds offer two classes of shares through this Prospectus:Class K and Institutional Class. Class K and InstitutionalClass shares of each Fund have the same investment objectivesand investments, but the different share classes have differentexpense structures and eligibility requirements. You shouldchoose a share class for which you are eligible, with the expensestructure that best meets your needs.

The principal differences between the share classes are asfollows:

Class K Institutional Class

(1) Except where otherwise noted in the relevant Fund Summary, the“Other Expenses” shown for Institutional Class shares in the FundSummaries under the heading “Annual Fund Operating Expenses”are based on historical expenses borne by InstitutionalClass shares during the last fiscal year. The impact on OtherExpenses of sub-accounting payments (if any) that are made byInstitutional Class shares is determined by rates charged byindividual financial intermediaries through which investors in thisClass typically hold their shares. As the composition of theseintermediaries change, the impact of sub-accounting payments onthe Other Expenses of Institutional Class will change. For Fundswhere Institutional Class shares were, during the Fund’s last fiscalyear, funded primarily by proprietary seed capital, the OtherExpenses for Institutional Class shares may reflect little or noimpact from sub-accounting payments, although this is expected tochange in the future as the share class grows. Where “OtherExpenses” have been estimated, this estimate includes sub-accounting expenses of 0.15% for Institutional Class.

Class K SharesThe following categories of investors and accounts may buy orexchange into Class K shares of a Fund, provided that they do

Availability Limited to institutionaland other investors, asdescribed below, thatdo not require orreceive sub-accountingor recordkeepingpayments from theFund.

Available to certainbanks, broker-dealersand other FinancialIntermediaries,employer-sponsoredretirement plans andother similar entities thatrequire sub-accounting,sub-transfer agency,shareholder servicingpayments, and/orrecordkeepingpayments from the Fundfor some or all of theirunderlying investors.

Minimum InitialInvestment

$10 million None

MinimumSubsequentInvestment

None None

Sub-Accounting/Sub-Transfer AgencyExpenses

None Yes. Expenses mayvary depending on thearrangements withfinancial intermediariesthat offer Fund shares.Expenses are incurredpursuant to “fee forservice” arrangementswith financialintermediaries.(1)

Distribution(Rule 12b-1) Fees

None None

Administrationand SupervisoryFee

0.17% 0.17%

Sales Charge(Load)

None None

RedemptionFees

None None



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not require or receive sub-accounting or recordkeeping paymentsfrom the Fund:

— Institutional investors, including, but not limited to, employer-sponsored retirement plans (not including SEP IRAs,SIMPLE IRAs or SARSEPs), endowments, foundations,insurance company general accounts, insurance companyseparate accounts, local, city, and state governmentalinstitutions, and other tax-exempt entities that meet therequirements for qualification under Section 501 of theCode.

— Unaffiliated U.S. registered mutual funds including those thatoperate as “fund of funds,” collective trust funds, investmentcompanies or other pooled investment vehicles.

— Other investors for which the relevant Fund or BGFS haspre-approved the purchase.

The following categories of investors and accounts qualify to buyor exchange into Class K shares of a Fund but the $10 millioninvestment minimum is waived:

— Employer-sponsored retirement plans (not including SEPIRAs, SIMPLE IRAs or SARSEPs) that invest through arecord-keeper or third party retirement platform.

— Advisory programs where the shares are acquired on behalfof program participants in connection with a comprehensivefee or other advisory fee arrangement between the programparticipant and a registered broker dealer or investmentadviser, trust company, bank, family office, or multi-familyoffice (referred to as the “Sponsor”) in which the programparticipant pays the Sponsor a fee for investment advisory orrelated services and the Sponsor or a broker-dealer throughwhich the relevant Fund’s shares are acquired has anagreement with BGFS.

— Any trust or plan established as part of a qualified tuitionprogram under Section 529 of the Code, provided BGFS hasentered into a contract with the state sponsor of the programor one of its service providers to provide certain servicesrelating to the operation of the program or to provide Fundshares for purchase in connection with the program.

— Clients (other than defined contribution employer sponsoredretirement plans) of an institutional consultant where (a) theconsultant has undertaken to provide certain servicesdirectly to the client with respect to the client’s investment ina Fund and (b) the relevant Fund or BGFS has notified thatconsultant in writing that the proposed investment ispermissible.

— Investment companies or other pooled vehicles that aremanaged by the Manager or its affiliates.

— Directors or officers of the relevant Fund, or partners oremployees of the Manager or its affiliates, or members ofthe immediate family of any of those persons.

— Existing institutional separate account clients of the Manageror its affiliates.

— Investors for whom the Fund or the Manager determines thata strategic reason exists for such a waiver.

— Investors with an account which the Fund or the Managerbelieves will grow to meet the investment minimum in thefuture.

Class K shares are not available for purchase or exchangedirectly by members of the public, except as explicitly providedherein, or by those who require any form of sub-accounting, sub-transfer agency and/or other shareholder services payments fromthe relevant Fund.

Institutional Class SharesInstitutional Class shares of a Fund are available to certainbanks, broker-dealers and other financial intermediaries,employer-sponsored retirement plans and other similar entitiesthat typically require sub-accounting, sub-transfer agency,shareholder services payments and/or recordkeeping paymentsfrom the Fund for some or all of their underlying investors.

The following investors and accounts qualify to buy or exchangeInstitutional Class shares of a Fund:

— Employer-sponsored retirement plans that invest through arecord-keeper or third-party retirement platform

— Any trust or plan established as part of a qualified tuitionprogram under Section 529 of the Code, if a contract existsbetween BGFS and/or its affiliates and the state sponsor ofthe program or one of its service providers, to provide theprogram:

º services relating to operating the program; and/or

º Fund shares for purchase which require sub-accounting,sub-transfer agency and/or other shareholder servicespayments from the Fund.

— Advisory programs where the shares are acquired by aSponsor on behalf of program participants if:

º the program participant pays the Sponsor a fee forinvestment advisory or related services, under acomprehensive fee or other advisory fee arrangement;and

º the Sponsor or the broker-dealer through which therelevant Fund’s shares are acquired has an agreementwith BGFS.

— Other investors for which a Fund or BGFS has pre-approvedthe purchase or exchange.

Institutional Class shares are not available for purchase orexchange directly by members of the public, except as explicitlyprovided herein.

ExchangesThe Manager and each Fund reserves the right to reject anyexchange application for any reason that the Manager or theFund in its sole discretion deems appropriate. All exchanges aresubject to the Manager’s discretion.

Exchanges into a different series of the Trust – Class K orInstitutional Class shareholders invested via a financialintermediary may be permitted to exchange their shares in one



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Fund for either Class K or Institutional Class shares in anotherseries of the Trust at the discretion of the Manager so long as:

— your financial intermediary’s policies and procedures permitexchanges;

— you are eligible to invest in the desired series of the Trustand share class;

— both accounts have the same registration information; and

— it is operationally viable to process the exchange.

Class K shareholders invested directly with the Transfer Agentmay be permitted to exchange their Class K shares in one Fundfor Class K shares in another series of the Trust.

Exchanges into the same Fund – Class K or InstitutionalClass shareholders invested via a financial intermediary arepermitted to exchange between these classes so long as:

— your financial intermediary’s policies and procedures permitexchanges and

— you are eligible to invest in the desired share class.

Class K shareholders invested directly with the Transfer Agentare generally not permitted to exchange their Class K shares inthe Fund for Institutional Class shares of the same Fund.

You must be purchasing for your own accountPurchasers must be acquiring shares for their own account orthrough an authorized intermediary and for investment purposesonly, or must otherwise be doing so in a manner acceptable tothe Trust.

You must be a U.S. PersonShares of each Fund are intended for investment by U.S.persons. The Manager and BGFS each reserve the right to rejectany purchase order from any investor outside the U.S.

The Manager is not offering Fund shares to or with or otherwisepromoting the Funds to any natural or legal persons domiciled orwith a registered office in any European Economic Area memberstate (“EEA Member State”) where the European Union’sAlternative Investment Fund Managers Directive (“AIFMD”) is inforce and effect. Furthermore, in light of the structure of theFunds and the manner in which they are managed, they do notfall within the scope of the AIFMD, and shareholders of theFunds are not subject to the protections of AIFMD or anyimplementing legislation relating to AIFMD. The Manager may inits discretion accept any such investor into a Fund, but only if itsatisfied that, by accepting such investor, it would not be inbreach of any law, rule, regulation or other legislative oradministrative measure in or otherwise applicable to the relevantEEA Member State and such investor is otherwise eligible underthe laws of such EEA Member State to invest in the Funds.

Purchases or exchanges may be rejectedEach Fund reserves the right to reject any purchase or exchangeorder for any reason that the Fund in its sole discretion deemsappropriate.

In all cases, the Manager and BGFS reserve the right to rejectany particular investment or exchange. In particular, and without

limiting the generality of the foregoing the Manager or BGFS mayreject an investment or exchange:

— if in the opinion of the Manager or BGFS, the size of theinvestment and/or the transaction costs associated with theinvestment are such that there would be a dilution of aFund’s net asset value;

— if the Fund is unable to verify your identity within areasonable time;

— if you are proposing to purchase shares using securities andthe Manager has determined that this is not appropriate;

— for initial or seed investments in a Fund that is not yetoperational, if the investment is not of a size that wouldallow a Fund to commence operations at an appropriatescale (in the sole opinion of the Manager); and

— to the extent a plan sponsor wishes to rely upon theManager or BGFS to provide recordkeeping services, suchas maintaining plan and participant records; processingenrolment; processing participants’ investment elections,contributions, and distributions; and issuing accountstatements to participants or other personalized serviceswith respect to individual beneficial owners.

Restrictions on Certain Fund InvestorsThe Funds are U.S. mutual funds. As a U.S. mutual fund, theFunds are prohibited from allowing investment by certain othermutual funds and certain types of private funds in excess ofspecific thresholds. In particular, the Funds are required to limitinvestment by funds commonly known as “hedge funds” or“private equity funds.” Any investor or prospective investor in theFunds that is itself a fund should consider carefully whatregulations may apply to it or the Funds, includingSection 12(d)(1) of the 1940 Act, in connection with anyprospective investment. The Funds reserve the right to reject apurchase order or require an investor to redeem its shares tocomply with the foregoing limitations.

Your account may be closedIf your account balance, or the account balance of your Fund orshare class with a financial intermediary, falls below a minimumamount, the Fund may choose to redeem the shares in theaccount and mail you the proceeds. In these circumstances, youwill receive at least 30 days’ notice before your account is closed.In addition, if BGFS’s or the Trust’s relationship with the financialintermediary through which you hold shares of a Fund isterminated, and you do not transfer your account to a differentauthorized financial intermediary, the Trust reserves the right toredeem your shares of the Fund. The Trust will not beresponsible for any loss in your account or any tax liabilityresulting from a redemption in these circumstances.

Fund may change the termsEach Fund reserves the right to suspend or change the terms ofthe offering of its shares. Each Fund may stop offering sharescompletely or may offer shares only on a limited basis, for aperiod of time or permanently.



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Delivery of documents to accounts sharing an addressTo reduce expenses, a Fund may mail only one copy of theFunds’ Prospectus and each annual and semi-annual report tothose addresses shared by two or more accounts. If you wish toreceive individual copies of these documents, please call us at1-844 394 6127, or contact your financial institution. We willbegin sending you individual copies within thirty (30) days ofreceiving such request.

Buying, Selling, and Exchanging Shares throughFinancial Intermediaries

What is a financial intermediary?Financial intermediaries are firms that provide certainadministrative and account maintenance services to mutual fundinvestors. Financial intermediaries may include, among others,brokers, financial planners or advisers, banks, and insurancecompanies.

How do I access a Fund through a financial intermediary?Any financial intermediary which is properly authorized by theFunds can accept purchase, redemption and exchange orders ontheir behalf. The financial intermediary is responsible fortransmitting your transaction request and funds in good form andin a timely manner to the applicable Fund.

Orders received for a Fund by an authorized financialintermediary (or other financial intermediaries designated by thefinancial intermediary) prior to the Pricing Point will be deemed tohave been accepted by the Fund at that time and will beexecuted at that day’s closing share price.

The Funds will not be responsible for delays by the financialintermediary in transmitting your transaction request, includingtimely transfer of payment, to a Fund.

If you are purchasing, selling, exchanging or holding Fund sharesthrough a program of services offered by a financial intermediary,you may be required by the financial intermediary to payadditional fees. You should contact the financial intermediary forinformation concerning what additional fees, if any, may becharged.

What services are provided by financial intermediaries?The actual services provided, and the payments made for suchservices, will vary from intermediary to intermediary.

Examples of intermediary services include:

— establishing and maintaining one or more omnibus accountswith the Transfer Agent;

— establishing and maintaining sub-accounts and sub-accountbalances for each plan participant that may be a holder ofFund shares;

— processing orders by shareholders to purchase, redeem andexchange shares;

— transmitting to the Transfer Agent net purchase or netredemption orders reflecting purchase, redemption andexchange orders received by it with respect to Fundshareholders;

— receiving and transmitting the purchase price or redemptionproceeds relating to orders;

— mailing periodic reports, transaction confirmations and sub-account information to beneficial owners and planparticipants;

— answering inquiries about the Funds or a plan participant’ssub-account balances or distribution options;

— providing assistance to shareholders effecting changes totheir dividend options, account designations or addresses;

— disbursing income dividends and capital gains distributions;

— preparing and delivering to shareholders, and state andfederal authorities including the United States InternalRevenue Service (“IRS”), such information respectingdividends and distributions paid by the Funds as may berequired by law, rule or regulation; and

— withholding on dividends and distributions as may berequired by state or federal authorities from time to time.

How are financial intermediaries compensated?It is expected that Institutional Class shares of the Funds willmake payments, or reimburse the Manager or its affiliates forpayments they make, to financial intermediaries that providecertain administrative, recordkeeping, and account maintenanceservices.

The amount of such payments and/or reimbursement is subjectto the caps established by the Board and is reviewed by theTrustees periodically.

The nature and extent of sub-accounting services provided toInstitutional Class shareholders and the amount of sub-accounting fees charged to the Funds will vary among financialintermediaries. Financial intermediaries may choose to holdInstitutional Class shares and opt not to charge any sub-accounting fees with respect to a portion of, or even all of, theshares so held. Institutional Class shares bear sub-accountingexpenses on a class-wide basis. As such, the rate at which theseexpenses are incurred, as a percentage of Institutional Class netassets, will be a blended rate of the rates charged by variousfinancial intermediaries holding shares in the Funds. In instanceswhere this blended rate is higher than the rate charged to a Fundby your financial intermediary, you will bear the higher blendedrate instead of the lower rate charged to the Fund by yourfinancial intermediary. In instances where this blended rate islower than the rate charged to a Fund by your financialintermediary, you will bear the lower blended rate instead of thehigher rate charged to the Fund by your financial intermediary. Allpayments made by the Funds to financial intermediaries are forbona fide shareholder services and are not primarily intended toresult in the sale of Fund shares.

Additional information concerning payments the Fund, theManager or their affiliates may make to financial intermediaries,and the services provided by financial intermediaries, can befound in the SAI under “Manager—Payments to FinancialIntermediaries.”



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How to Sell Shares

ProcessRedemption Request – You can redeem your shares by takingeither of the following steps:

1. Through your broker or financial intermediary. If you holdshares through a financial intermediary, you may redeemshares by making a request to your intermediary. Yourintermediary may charge you a transaction fee or other feein return for its services.

2. Email a redemption request to the Transfer Agent, in theManager’s prescribed form, which includes:

º the name and class of the Fund;

º the exact name in which shares are registered;

º the shareholder account number;

º the number of shares or the dollar amount of shares tobe redeemed;

º a signature by all owners of the shares, in accordancewith the form of registration;

º the capacity of the signatory, if the signatory is acting ina fiduciary capacity, or as an agent on behalf of acorporation, partnership or trust; and

º the trade date.

All emails containing a purchase request must be unencrypted.The email address for redemption requests sent to the TransferAgent is: [email protected].

Redemption orders cannot be cancelled after the Trust hasreceived a redemption request. This is the case even if therequest is received prior to the Pricing Point.

Redemption Payment – Cash payments will be transferred forpayment into your account after a request for redemption isreceived by the Trust in good order. The Funds generally expectto pay out redemption proceeds to redeeming shareholderswithin 1 business day following the trade date indicated in theredemption request, but have in the past, and may in the future,delay settlement of redemptions to the third business dayfollowing the trade date in response to unusually largeredemption requests, and each Fund reserves the right to satisfyredemption requests up to seven days following the trade dateindicated in the redemption request. The possibility of delayedsettlement is greater for smaller Funds or for Funds withparticularly concentrated investor bases. The Funds typicallymeet redemption requests by using holdings of cash and cashequivalents or by selling portfolio assets. The Funds may also,under normal or stressed market conditions, use a credit facilityor, if a Fund has received advanced notice of a shareholder’sintent to redeem, trade portfolio holdings ahead of the trade dateto meet significant requests for redemption.

If you request a whole or part in-kind distribution of securitiesheld by the Fund in lieu of cash, the Manager will grant this if itdetermines, in the Manager’s sole discretion, that to do so islawful and will not be detrimental to the best interests of theremaining shareholders of the Fund. This is subject to eachFund’s election under Rule 18f-1 described below under “Election

under Rule 18f-1.” If you intend to request a distribution in kind,please note:

— Securities distributed in connection with the request will bevalued in accordance with the Fund’s procedures forvaluation described under “How Shares are Priced.”

— Securities and assets distributed will be selected by theManager in accordance with procedures approved by theBoard and generally will represent a pro-rata distribution ofeach holding in the Fund’s portfolio, subject to certainexceptions under relevant procedures.

— You may incur market-imposed taxes or charges inconnection with assuming title to such securities from theFunds, and may incur brokerage charges on the sale of anysuch securities so received in payment of redemptions.

Change of Information – If you need to change or update youraccount information, you may do so through your financialintermediary, or by mailing or emailing the Transfer Agent adesignation of the new accounts and any change in the accountsoriginally designated for the depositing of funds. This must besigned by the relevant authorized signatories of the subscriber. AFund or its agent may take additional steps to verify changes toaccount information, especially bank account details, beforetransferring redemption amounts. If you hold an account directlywith the Transfer Agent, all redemptions and dividenddisbursements will be processed according to the bank accountdetails you provided upon your initial account set-up, unless youhave contacted the Transfer Agent to change those details.Please see the back cover of this Prospectus for information onhow to contact the Transfer Agent.

When you can redeem sharesShares may be redeemed on any day on which the NYSE is openfor trading.

Please note that the Trust may suspend the right of redemptionand may postpone payment for any Fund for more than sevendays during an emergency which makes it impracticable for aFund to dispose of its securities or to fairly determine the valueof the net assets of the Fund, or during any other periodpermitted by the SEC for the protection of investors.

Automatic RedemptionsEach Fund reserves the right to redeem or require the transfer ofany individual’s shares if:

— The holding of the shares by such person is unlawful;

— In the opinion of the Board or the Fund’s service providers,the holding might result in the Fund or the shareholders as awhole incurring any liability to taxation or suffering pecuniaryor material administrative disadvantage which the Fund orthe shareholders as a whole might not otherwise suffer orincur; or

— The Fund cannot verify your identity.

Short-Term TradingThe Trust encourages shareholders to invest in the Funds as partof a long-term investment strategy and discourages excessive,short-term trading and other abusive trading practices,



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sometimes referred to as “market timing.” These practices maypresent risks to the Funds, including increased transaction costs,interference with the efficient management of the Funds, anddilution of investment returns.

Frequent, short-term trading, abusive trading practices andmarket timing (together, “Frequent Trading”), often in responseto short-term fluctuations in the market, are not knowinglypermitted by the Funds. The Funds do not accommodatefrequent purchases and redemptions of Fund Shares by Fundshareholders. Frequent Trading into and out of a Fund may harmthe Fund’s performance by disrupting portfolio managementstrategies and by increasing expenses. These expenses areborne by all Fund shareholders, including long-term investorswho do not generate such costs.

The Board has adopted a “Frequent Trading Policy” (the “Policy”)to discourage Frequent Trading. Under the Policy, the Fundsreserve the right to reject any exchanges or purchase orders or tosuspend redemptions by any shareholder engaging in FrequentTrading activities.

As a means to protect each Fund and its shareholders fromFrequent Trading in Class K and Institutional Class shares:

— The Transfer Agent arranges for the compilation, monitoringand reporting of account-level information on underlyingshareholder activity on a risk-based approach designed toidentify trading that could adversely impact the Funds;

— The Funds have obtained information from each FinancialIntermediary holding shares in an omnibus account with theFunds regarding whether the Financial Intermediary hasadopted and maintains procedures that are reasonablydesigned to protect the Funds against harmful short-termtrading;

— With respect to Funds that invest in securities that trade onforeign markets, pursuant to the Funds’ fair valuationprocedures, pricing adjustments may be made based oninformation received from a third-party, multi-factor fairvaluation pricing service; and

— The Board may from time to time consider whether it isnecessary or appropriate for a Fund to impose a redemptionfee not exceeding 2% that, in the Board’s judgment, isnecessary or appropriate to recoup the costs and limit anydilution resulting from frequent redemptions. Any suchredemption fee would be imposed only to manage the impactof ongoing frequent trading or other abusive tradingpractices and would not be imposed retrospectively onhistoric trades.

Under the Policy, Frequent Trading includes certain material“Round Trip” transactions (meaning a series of transactionswithin the same Fund and within a defined time period, consistingof either (a) a purchase or exchange, followed by a redemption orexchange, followed by a purchase or exchange; or (b) aredemption or exchange, followed by a purchase or exchange,followed by a redemption or exchange). If a shareholder engagesin Frequent Trading, the Funds may take certain remedial orpreventive measures, including rejecting any purchase, in wholeor in part. The Funds reserve the right to reject purchase orders

by any person whose trading activity in Fund shares is deemedharmful to the Funds.

While the Funds attempt to discourage Frequent Trading, therecan be no guarantee that they will be able to identify investorswho are engaging in Frequent Trading or limit their tradingpractices. Additionally, frequent trades of small amounts may notbe detected. The Funds recognize that it may not always be ableto detect or prevent Frequent Trading or other activity that maydisadvantage the Funds or their shareholders.

A Fund shareholder’s right to purchase shares through anautomatic investment plan or redeem shares in full (or in partthrough a systematic redemption plan) are unaffected by theserestrictions.

EscheatmentIf your account is held directly with a Fund and is later deemed“abandoned” or “unclaimed” under state law, the Fund may berequired to “escheat” or transfer the assets in your account to theapplicable state’s unclaimed property administration. The statemay sell or redeem escheated shares and, if you subsequentlyseek to reclaim your proceeds of liquidation from the state, youmay only be able to recover the amount received when theshares were sold or redeemed. The Fund and the Transfer Agentwill not be liable to shareholders or their representatives for goodfaith compliance with state escheatment laws.

Election under Rule 18f-1The Trust, on behalf of each Fund included in this Prospectus,has made an election pursuant to Rule 18f-1 under the 1940 Actcommitting each such Fund to pay in cash any request forredemption received during any 90-day period of up to the lesserof $250,000 or 1% of the Fund’s net asset value at the beginningof the period. This election is irrevocable without prior approvalby the SEC. Each Fund reserves the right to pay redemptionproceeds in-kind except as described above.

Share Dividends and DistributionsIt is the practice of each Fund to distribute, annually, all netinvestment income received from investments alongside any netrealized capital gains earned through trading activities.

Distributions will be automatically reinvested in Fund sharesunless you submit a request for a cash payment with at least tendays’ prior notice, before the record date for distribution, to theTransfer Agent.

TaxThe following discussion is for general information purposes only.Prospective and actual shareholders should consult their own taxadvisers with respect to their particular circumstances and theeffect of state, local, or foreign tax laws to which they may besubject.

The following discussion provides only limited information aboutthe U.S. federal income tax treatment of shareholders that arenot U.S. shareholders, and it does not address the U.S. federalincome tax treatment of shareholders that are subject to specialtax regimes such as certain financial institutions, insurancecompanies, dealers in securities or foreign currencies, U.S.shareholders whose functional currency (as defined in



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Section 985 of the Code) is not the U.S. dollar, persons investingthrough defined contribution plans and other tax-qualified plans,and persons that hold shares in a Fund as part of a “straddle,”“conversion transaction,” “hedge,” or other integrated investmentstrategy. All such prospective and actual shareholders are urgedto consult their own tax advisers with respect to the U.S. taxtreatment of an investment in shares of a Fund.

The discussion below as it relates to U.S. federal income taxconsequences is based upon the Code and regulations, rulings,and judicial decisions thereunder as of the date hereof. Suchauthorities may be repealed, revoked, or modified (possibly on aretroactive basis) so as to result in U.S. federal income taxconsequences different from those discussed below. The Fundshave not sought an opinion of legal counsel as to any specificU.S. tax matters.

U.S. ShareholdersThe following discussion addresses certain U.S. federal incometax considerations which may be relevant to investors that:

— are citizens or residents of the United States, orcorporations, partnerships, or other entities created ororganized under the laws of the United States or any politicalsubdivision thereof, estates that are subject to United Statesfederal income taxation regardless of the source of theirincome or trusts if (i) a court within the United States is ableto exercise primary supervision over the administration ofthe trust and one or more U.S. persons have the authority tocontrol all substantial decisions of the trust or (ii) the trusthas a valid election in effect under applicable Treasuryregulations to be treated as a United States person; and

— hold, directly or indirectly, shares of a Fund as a capitalasset (each such investor a “U.S. shareholder”).

Tax StatusEach Fund is treated as a separate taxable entity for U.S. federalincome tax purposes.

Each Fund has elected or, in the case of a new Fund, intends toelect to be treated as a regulated investment company underSubchapter M of the Code and intends each year to qualify andbe eligible for treatment as such. In order to qualify and beeligible for treatment as a regulated investment company underSubchapter M of the Code, each Fund must, among other things,derive at least 90% of its gross income each year from certainsources of “qualifying income” and comply with certain assetdiversification and distribution requirements.

So long as a Fund qualifies for treatment as a regulatedinvestment company, the Fund itself generally will not be subjectto U.S. federal income tax to the extent that it distributes to itsshareholders, in a timely manner, dividend, interest and certainother income, its net realized short-term capital gains and its netrealized long-term capital gains.

The remainder of this discussion assumes that each Fund willqualify as a regulated investment company.

Excise TaxEach Fund will be subject to a nondeductible 4% excise tax onthe undistributed amounts, if it fails to distribute in a calendar

year substantially all of its ordinary income for such year andsubstantially all of its capital gain net income for the one yearperiod ending October 31 (or for the one-year period endingDecember 31 if the Fund so elects), plus any retained amountfrom the prior year. Distributions made in January will generallybe deemed to have been paid by such Fund on December 31 ofthe preceding year, if the distribution was declared and payableto shareholders of record on a date in October, November orDecember of that preceding year.

Each Fund intends generally to make distributions sufficient toavoid imposition of the 4% excise tax, although there can be noassurance it will make such distributions.

Personal Holding Company RulesIf a Fund were to be a “personal holding company,” it wouldpotentially need to comply with additional requirements withrespect to its distributions to shareholders in order to avoid afund-level tax under the personal holding company rules.

DistributionsFor U.S. federal income tax purposes, distributions of investmentincome are generally taxable to shareholders subject to tax asordinary income.

Taxes on distributions of capital gains are determined by howlong a Fund owned (or is deemed to have owned) theinvestments that generated them, rather than how long theshareholder has owned its shares.

Distributions of net capital gains from the sale of investmentsthat a Fund owned (or is deemed to have owned) for more thanone year and that are properly reported by a Fund as capital gaindividends will be taxable as long-term capital gains and taxed toindividuals at reduced rates relative to ordinary income.Distributions of gains from the sale of investments that a Fundowned (or is deemed to have owned) for one year or less will betaxable as ordinary income. Distributions of investment incomereported by a Fund as derived from “qualified dividendincome”—as further defined in the SAI—will be taxed in thehands of individuals at the rates applicable to long-term capitalgains provided that holding period and other requirements aremet at both the shareholder and Fund level.

Distributions are taxable to a shareholder (other than a tax-exempt shareholder or a shareholder investing through atax-advantaged arrangement) even if they are paid from incomeor gains earned by a Fund before the shareholder’s investment(and thus were included in the price paid by the shareholder forFund shares). Distributions from a Fund will be taxed asdescribed above whether received in cash or in additionalFund shares.

Notwithstanding the foregoing, each of the Funds may retain(a) investment company taxable income, subject to thedistribution requirements applicable for qualification as aregulated investment company under the Code or (b) net capitalgains and pay a Fund-level tax on any such retained amounts.

Medicare TaxA 3.8% Medicare contribution tax is imposed on the “netinvestment income” of certain individuals, trusts and estates tothe extent their income exceeds certain threshold amounts. Net



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investment income generally includes for this purpose dividends,including any capital gain dividends paid by a Fund, and netgains recognized on the sale, exchange, redemption or othertaxable disposition of shares of a Fund.

Sale, Exchange or RedemptionA sale, exchange, or redemption of shares of a Fund, including aredemption in-kind, is a taxable event to the selling, exchanging,or redeeming shareholder. An exchange of a Fund’s shares forshares of another Baillie Gifford fund will be treated as a sale ofthe Fund’s shares. Any gain resulting from a sale, exchange(including an exchange for shares of another Baillie Gifford fund),or redemption of shares in a Fund will generally (except in thecase of a tax-exempt shareholder or a shareholder investingthrough a tax-advantaged arrangement) be subject to federalincome tax at either short-term or long-term capital gain ratesdepending on how long the shareholder has owned the shares.

Foreign Currency and Other Derivative TransactionsA Fund’s transactions in foreign currencies and certain derivativeinstruments, including options, futures contracts, forwardcontracts, swaps and straddles, as well as any of its hedgingtransactions may be subject to special tax rules and may producea difference between the Fund’s book income and taxableincome. The special tax rules to which such transactions aresubject may accelerate income or defer losses of a Fund, orotherwise affect the amount, timing or character of distributionsto shareholders. A difference between a Fund’s book and taxableincome may cause a portion of the Fund’s income distributions toconstitute a return of capital for tax purposes or require the Fundto make distributions exceeding book income to qualify as aregulated investment company.

Debt TransactionsA Fund’s investments in certain debt obligations may cause thatFund to recognize taxable income in excess of the cashgenerated by such obligations. As a result, a Fund could berequired at times to liquidate other investments, including when itis not advantageous to do so, in order to satisfy its distributionrequirements.

Foreign TaxesEach Fund may be subject to foreign withholding and other taxeson income, gains and proceeds derived from foreign investments.Such taxes would reduce the yield on a Fund’s investments.However, as described immediately below, shareholders may beentitled to claim a credit or deduction with respect to their shareof foreign taxes incurred by a Fund.

Foreign Tax Credit or DeductionIf more than 50% of a Fund’s assets at taxable year end consistof the securities of foreign corporations, the Fund may elect topermit shareholders who are U.S. citizens or residents or U.S.corporations to claim a foreign tax credit or deduction (but notboth) on their U.S. income tax returns for their pro-rata portionsof foreign income taxes paid by the Fund. In such case, incomeof a Fund from non-U.S. sources that is distributed to Fundshareholders would be treated as income from non-U.S. sourcesto the shareholders. The amount of foreign income taxes paid bya Fund would be treated as foreign taxes paid directly by Fund

shareholders and, in addition, this amount would be treated asadditional income to Fund shareholders from non-U.S. sourcesregardless of whether the Fund shareholder would be eligible toclaim a foreign tax credit or deduction in respect of those taxes.Shareholders that are not subject to U.S. federal income tax, andthose who invest in a Fund through tax-advantaged accounts(including those who invest through tax-advantaged retirementplans), generally will receive no benefit from any tax credit ordeduction passed through by the Fund. Investors should consulttheir tax advisors for further information relating to the foreign taxcredit and deduction, which are subject to certain restrictions andlimitations (including, with respect to the foreign tax credit, aholding period requirement applied at both the Fund and theshareholder level). Prospective investors should also consult thediscussion in the SAI regarding investment by a Fund insecurities of certain foreign corporations.

Annual Tax ReportsWhere required, the Funds will provide shareholders with federaltax information annually, including information about dividendsand distributions paid during the preceding year.

IRS ReturnsShareholders may be required to file an information return withthe IRS including, but not limited to, if they recognize certainlevels of losses with respect to shares in a Fund ($2 million ormore for an individual shareholder or $10 million or more for acorporate shareholder), or are deemed to have participated in aconfidential transaction involving shares in a Fund.

FinCEN Form 114Shareholders that are U.S. persons and own, directly or indirectly,more than 50% of a Fund could be required to report annuallytheir “financial interest” in the Fund’s “foreign financial accounts,”if any, on FinCEN Form 114, Report of Foreign Bank andFinancial Accounts. Shareholders are urged to consult a taxadvisor regarding the applicability to them of this reportingrequirement.

Backup Withholding TaxA Fund generally is required to apply backup withholding andremit to the U.S. Treasury a percentage of the taxabledistributions and redemption proceeds paid to any individualshareholder who fails to properly furnish the Fund with a correcttaxpayer identification number, who has under-reported dividendor interest income, or who fails to certify to the Fund that he orshe is not subject to such withholding.

Non-U.S. Persons Tax TreatmentFund shareholders who are not U.S. citizens or residents or thatare foreign corporations, partnerships, trusts or estates may besubject to substantially different tax treatment with respect todistributions from the Funds.



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FINANCIAL HIGHLIGHTS

The financial highlights tables for each Fund active as of December 31, 2020 are included below. Baillie Gifford Asia Ex Japan Fund,Baillie Gifford China Equities Fund, Baillie Gifford Japan Growth Fund, and Baillie Gifford U.S. Discovery Fund have not yet commencedoperations, so financial highlights tables are not included for those Funds. The financial highlights tables for Baillie Gifford Asia ExJapan Fund, Baillie Gifford China Equities Fund, Baillie Gifford Japan Growth Fund, and Baillie Gifford U.S. Discovery Fund will beincluded in the annual report covering the first fiscal year following the commencement of investment operations.

The financial highlights tables are intended to help you understand each Fund’s financial performance for the past 5 years or, if shorter,the period of the Fund’s operations. Certain information reflects financial results for a single Fund share. The total returns in the tablerepresent the rate that an investor would have earned (or lost) on an investment in each Fund (assuming reinvestment of all dividendsand distributions). This information for the years or periods ended December 31, 2017, December 31, 2018, December 31, 2019, andDecember 31, 2020 has been audited by Cohen & Company, Ltd., the Trust’s independent registered public accounting firm, whosereport, along with the financial statements as of December 31, 2020 of each Fund active as of December 31, 2020, is included in theFunds’ annual report, which is available upon request. Financial highlights for years or periods ending before December 31, 2017 wereaudited by the Funds’ prior independent registered public accounting firm.

Baillie Gifford China A Shares Growth FundSelected data for a Class K share outstanding throughout each year:

For the Period December 19,

For the 2019(a)

Year Ended through December 31, December 31,

2020 2019Net asset value, beginning of period $10.29 $10.00

From Investment Operations

Net investment loss(b) (0.02) (0.00)(c)

Net realized and unrealized gain on investments and foreign currency 9.51 0.29Net increase in net asset value from investment operations 9.49 0.29

Dividends and Distributions to Shareholders

From net realized gain on investments (0.14) —Total Dividends and Distributions (0.14) —

Net asset value, end of period $19.64 $10.29

Total Return

Total return based on net asset value(d) 92.29% 2.90%

Ratios/Supplemental Data

Net assets, end of period (000’s omitted) $989 $514Ratio of net expenses to average net assets, before waiver 10.52% 90.51%*Ratio of net expenses to average net assets, after waiver 0.87% 0.87%*Ratio of net investment loss to average net assets (0.15)% (0.80)%*Portfolio turnover rate(e) 20% 0%

* Annualized.(a) Commencement of investment operations.(b) Calculated based upon average shares outstanding during the period.(c) Amount is less than $0.005 per share.(d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all

dividends and distributions, if any, at net asset value during the period, and redemption on the last day of the period. Total return is not annualizedfor periods less than one year.

(e) Portfolio turnover rate calculated at Fund level.

Toppan Merrill - Baillie Gifford Funds Baillie Gifford Funds Class Institutional-K Prospectus [Funds] 333-200831 06 | psorrel | 01-Jul-21 16:45 | 21-19611-2.dc | Sequence: 1CHKSUM Content: 23241 Layout: 18358 Graphics: 0 CLEAN


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Baillie Gifford China A Shares Growth FundSelected data for an Institutional Class share outstanding throughout each year:

For the PeriodDecember 19,

For the 2019(a)

Year Ended throughDecember 31, December 31,

2020 2019Net asset value, beginning of period $10.29 $10.00


Net investment loss(b) (0.02) (0.00)(c)

Net realized and unrealized gain on investments and foreign currency 9.51 0.29Net increase in net asset value from investment operations 9.49 0.29


From net realized gain on investments (0.14) —Total Dividends and Distributions (0.14) —

Net asset value, end of period $19.64 $10.29

Total Return

Total return based on net asset value(d) 92.29% 2.90%


Net assets, end of period (000’s omitted) $989 $514Ratio of net expenses to average net assets, before waiver 10.52% 90.51%*Ratio of net expenses to average net assets, after waiver 0.87% 0.87%*Ratio of net investment loss to average net assets (0.15)% (0.80)%*Portfolio turnover rate(e) 20% 0%






149


Baillie Gifford Developed EAFE All Cap FundSelected data for a Class K share outstanding throughout each period:

For the PeriodFor the For the For the April 28, 2017(a)

Year Ended Year Ended Year Ended through December 31, December 31, December 31, December 31,

2020 2019 2018 2017Net asset value, beginning of period $13.11 $10.03 $12.06 $10.74


Net investment income(b) 0.06 0.12 0.11 0.07Net realized and unrealized gain (loss) on investments and foreign currency 3.61 3.11 (2.04) 1.47Net increase (decrease) in net asset value from investment operations 3.67 3.23 (1.93) 1.54


From net investment income (0.17) (0.15) (0.04) (0.22)From net realized gain on investments — — (0.06) —Total Dividends and Distributions (0.17) (0.15) (0.10) (0.22)

Net asset value, end of period $16.61 $13.11 $10.03 $12.06

Total Return

Total return based on net asset value(c) 27.98% 32.24% (16.05)% 14.39%


Net assets, end of period (000’s omitted) $246,283 $247,155 $152,397 $6Ratio of net expenses to average net assets 0.64% 0.66% 0.67% 0.66%*Ratio of net investment income to average net assets 0.49% 1.04% 0.99% 0.87%*Portfolio turnover rate(d) 12% 19% 14% 21%

* Annualized.(a) Commencement of investment operations.(b) Calculated based upon average shares outstanding during the period.(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all


(d) Portfolio turnover rate calculated at Fund level.



150


Baillie Gifford Developed EAFE All Cap FundSelected data for an Institutional Class share outstanding throughout each period:







From net investment income (0.15) (0.16) (0.04) (0.22)From net realized gain on investments — — (0.06) —Total Dividends and Distributions (0.15) (0.16) (0.10) (0.22)


Total Return









151


Baillie Gifford EAFE Plus All Cap FundSelected data for a Class K share outstanding throughout each period:







From net investment income (0.15) (0.34) (0.11) (0.26)From net realized gain on investments (0.22) (0.29) (0.23) —Total Dividends and Distributions (0.37) (0.63) (0.34) (0.26)


Total Return









152


Baillie Gifford EAFE Plus All Cap FundSelected data for an Institutional Class share outstanding throughout each period:







From net investment income (0.13) (0.32) (0.10) (0.28)From net realized gain on investments (0.22) (0.29) (0.23) —Total Dividends and Distributions (0.35) (0.61) (0.33) (0.28)


Total Return




(a) Commencement of investment operations.(b) Calculated based upon average shares outstanding during the period.(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all





153


Baillie Gifford Emerging Markets Equities FundSelected data for a Class K share outstanding throughout each period:







From net investment income (0.36) (0.66) (0.26) (0.27)From net realized gain on investments — (0.19) (1.55) (0.18)Total Dividends and Distributions (0.36) (0.85) (1.81) (0.45)


Total Return



Net assets, end of period (000’s omitted) $2,441,338 $1,328,535 $499,172 $73,349Ratio of net expenses to average net assets 0.80% 0.83% 0.84% 0.85%*Ratio of net investment income to average net assets 0.95% 3.55%(d) 1.65% 0.18%*Portfolio turnover rate(e) 24% 15% 22% 33%



(d) Large increase due to non-cash income.(e) Portfolio turnover rate calculated at Fund level.



154


Baillie Gifford Emerging Markets Equities FundSelected data for an Institutional Class share outstanding throughout each period:







From net investment income (0.34) (0.64) (0.26) (0.26)From net realized gain on investments — (0.19) (1.55) (0.18)Total Dividends and Distributions (0.34) (0.83) (1.81) (0.44)


Total Return



Net assets, end of period (000’s omitted) $1,226,335 $663,593 $255,795 $6Ratio of net expenses to average net assets 0.89% 0.92% 0.95% 0.85%*Ratio of net investment income to average net assets 0.86% 3.81%(d) 0.68% 1.13%*Portfolio turnover rate(e) 24% 15% 22% 33%



(d) Large increase due to non-cash income.(e) Portfolio turnover rate calculated at Fund level.



155


Baillie Gifford Global Alpha Equities FundSelected data for a Class K share outstanding throughout each period:







From net investment income (0.14) (0.58) (0.13) (0.15)From net realized gain on investments (1.12) (0.38) (3.77) (0.57)Total Dividends and Distributions (1.26) (0.96) (3.90) (0.72)


Total Return



Net assets, end of period (000’s omitted) $267,923 $81,234 $41,427 $56,163Ratio of net expenses to average net assets 0.65% 0.67% 0.68% 0.68%*Ratio of net investment income to average net assets 0.18% 2.22%(d) 0.56% 0.17%*Portfolio turnover rate(e) 23% 17% 18% 27%



(d) Large increase due to one-off taxable stock dividends that were treated as income.(e) Portfolio turnover rate calculated at Fund level and excludes the value of portfolio securities received in-kind in connection with Fund capital

shares sold.



156


Baillie Gifford Global Alpha Equities FundSelected data for an Institutional Class share outstanding throughout each period:









Total Return



Net assets, end of period (000’s omitted) $27,677 $7 $5 $6Ratio of net expenses to average net assets 0.74% 0.67% 0.68% 0.67%*Ratio of net investment income to average net assets 0.09% 2.56%(d) 0.62% 0.35%*Portfolio turnover rate(e) 23% 17% 18% 27%



(d) Large increase due to one-off taxable stock dividends that were treated as income.(e) Portfolio turnover rate calculated at Fund level and excludes the value of portfolio securities received in-kind in connection with Fund capital

shares sold.



157


Baillie Gifford Global Stewardship Equities FundSelected data for a Class K share outstanding throughout each year:


For the For the For the 2017(a)




Net investment income (loss)(b) (0.01) 0.03 0.03 (0.00)(c)

Net realized and unrealized gain (loss) on investments and foreign currency 8.77 2.64 (0.99) 0.15Net increase (decrease) in net asset value from investment operations 8.76 2.67 (0.96) 0.15


From net investment income — (0.03) (0.02) —From net realized gain on investments (0.73) (0.11) (0.08) —Total Dividends and Distributions (0.73) (0.14) (0.10) —


Total Return

Total return based on net asset value(d) 75.39% 29.37% (9.43)% 1.50%


Net assets, end of period (000’s omitted) $3,129 $1,784 $1,378 $1,523Ratio of net expenses to average net assets, before waiver 5.22% 6.60% 5.53% 18.55%*Ratio of net expenses to average net assets, after waiver 0.65% 0.65% 0.65% 0.65%*Ratio of net investment income (loss) to average net assets (0.10)% 0.24% 0.25% (0.31)%*Portfolio turnover rate(e) 17% 21% 14% 0%






158


Baillie Gifford Global Stewardship Equities FundSelected data for an Institutional Class share outstanding throughout each year:






Net investment income (loss)(b) (0.01) 0.03 0.03 (0.00)(c)



From net investment income — (0.03) (0.02) —From net realized gain on investments (0.73) (0.11) (0.08) —Total Dividends and Distributions (0.73) (0.14) (0.10) —


Total Return



Net assets, end of period (000’s omitted) $3,129 $1,784 $1,379 $1,523Ratio of net expenses to average net assets, before waiver 5.22% 6.60% 5.53% 18.55%*Ratio of net expenses to average net assets, after waiver 0.65% 0.65% 0.65% 0.80%*Ratio of net investment income (loss) to average net assets (0.10)% 0.24% 0.25% (0.31)%*Portfolio turnover rate(e) 17% 21% 14% 0%






159


Baillie Gifford International Alpha FundSelected data for a Class K share outstanding throughout each period:









Total Return



Net assets, end of period (000’s omitted) $1,083,711 $566,554 $290,186 $108,728Ratio of net expenses to average net assets 0.59% 0.61% 0.62% 0.63%*Ratio of net investment income to average net assets 0.74% 2.09%(d) 1.26% 0.12%*Portfolio turnover rate(e) 24% 13% 33% 12%



(d) Large increase due to one-off taxable stock dividends that were treated as income.(e) Portfolio turnover rate calculated at Fund level.



160


Baillie Gifford International Alpha FundSelected data for an Institutional Class share outstanding throughout each period:









Total Return



Net assets, end of period (000’s omitted) $729,705 $126,189 $38,019 $6Ratio of net expenses to average net assets 0.67% 0.67% 0.72% 0.62%*Ratio of net investment income to average net assets 0.52% 1.93%(d) 1.58% 1.01%*Portfolio turnover rate(e) 24% 13% 33% 12%



(d) Large increase due to one-off taxable stock dividends that were treated as income.(e) Portfolio turnover rate calculated at Fund level.



161


Baillie Gifford International Concentrated Growth Equities FundSelected data for a Class K share outstanding throughout each period:






Net investment income (loss)(b) (0.04) 0.03 (0.03) (0.00)(c)



From net investment income — (0.02) — —From net realized gain on investments (12.51) — — —Total Dividends and Distributions (12.51) (0.02) — —


Total Return



Net assets, end of period (000’s omitted) $42,357 $101,797 $55,852 $502Ratio of net expenses to average net assets, before waiver 0.79% 0.90% 1.07% 53.29%*Ratio of net expenses to average net assets, after waiver 0.72% 0.72% 0.72% 0.72%*Ratio of net investment income (loss) to average net assets (0.26)% 0.26%(e) (0.26)% (0.68)%*Portfolio turnover rate(f) 59% 4% 32% 0%



(e) Large increase due to one-off taxable stock dividends that were treated as income.(f) Portfolio turnover rate calculated at Fund level.



162


Baillie Gifford International Concentrated Growth Equities FundSelected data for an Institutional Class share outstanding throughout each period:









From net investment income — (0.02) — —From net realized gain on investments (12.51) — — —Total Dividends and Distributions (12.51) (0.02) — —


Total Return



Net assets, end of period (000’s omitted) $18,012 $876 $476 $502Ratio of net expenses to average net assets, before waiver 0.87% 0.91% 1.16% 53.29%*Ratio of net expenses to average net assets, after waiver 0.80% 0.73% 0.81% 0.87%*Ratio of net investment income (loss) to average net assets (0.47)% 0.30%(e) (0.53)% (0.68)%*Portfolio turnover rate(f) 59% 4% 32% 0%



(e) Large increase due to one-off taxable stock dividends that were treated as income.(f) Portfolio turnover rate calculated at Fund level.



163


Baillie Gifford International Growth FundSelected data for a Class K share outstanding throughout each period:





Net investment income (loss)(b) (0.05)(c) 0.15 0.10 0.01Net realized and unrealized gain (loss) on investments and foreign currency 9.21 3.87 (2.60) 2.71Net increase (decrease) in net asset value from investment operations 9.16 4.02 (2.50) 2.72


From net investment income 0.00(d) (0.15) (0.10) (0.07)From net realized gain on investments (2.20) (0.02) (1.03) (0.29)Return of capital — — (0.02) —Total Dividends and Distributions (2.20) (0.17) (1.15) (0.36)


Total Return

Total return based on net asset value(e) 62.95% 37.40% (17.32)% 22.62%


Net assets, end of period (000’s omitted) $130,401 $7 $5 $6Ratio of net expenses to average net assets 0.58% 0.60% 0.60% 0.60%*Ratio of net investment income (loss) to average net assets (0.26)% 1.17%(f) 0.72% 0.14%*Portfolio turnover rate(g) 26% 6% 14% 9%

* Annualized.(a) Commencement of investment operations.(b) Calculated based upon average shares outstanding during the period.(c) Calculation of the net gain or loss per share may not correlate to the aggregate investment income presented in the Statement of Operations due

to the allocation of expenses across the share classes.(d) Amount is less than $0.005 per share.(e) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all


(f) Large increase due to one-off taxable stock dividends that were treated as income.(g) Portfolio turnover rate calculated at Fund level.



164


Baillie Gifford International Growth FundSelected data for an Institutional Class share outstanding throughout each period:





Net investment income (loss)(b) (0.03)(c) 0.15 (0.01) 0.01Net realized and unrealized gain (loss) on investments and foreign currency 9.16 3.85 (2.49)(d) 2.71Net increase (decrease) in net asset value from investment operations 9.13 4.00 (2.50) 2.72


From net investment income — (0.15) (0.11) (0.07)From net realized gain on investments (2.20) (0.02) (1.03) (0.29)Return of capital — — (0.02) —Total Dividends and Distributions (2.20) (0.17) (1.16) (0.36)


Total Return



Net assets, end of period (000’s omitted) $308,176 $26,800 $2,081 $6Ratio of net expenses to average net assets 0.64% 0.65% 0.69% 0.60%*Ratio of net investment income (loss) to average net assets (0.16)% 1.09%(f) (0.23)% 0.14%*Portfolio turnover rate(g) 26% 6% 14% 9%

* Annualized.(a) Commencement of investment operations.(b) Calculated based upon average shares outstanding during the period.(c) Calculation of the net gain or loss per share may not correlate to the aggregate investment income presented in the Statement of Operations due

to the allocation of expenses across the share classes.(d) Calculation of the net gain or loss per share (both realized and unrealized) may not correlate to the aggregate realized and unrealized losses

presented in the Statement of Operations due to the timing of sales and repurchases of Class shares in relation to fluctuating market values of theinvestments of the Fund.

(e) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of alldividends and distributions, if any, at net asset value during the period, and redemption on the last day of the period. Total return is not annualizedfor periods less than one year.

(f) Large increase due to one-off taxable stock dividends that were treated as income.(g) Portfolio turnover rate calculated at Fund level.



165


Baillie Gifford International Smaller Companies FundSelected data for a Class K share outstanding throughout each period:


For the For the 2018(a)

Year Ended Year Ended through December 31, December 31, December 31,

2020 2019 2018Net asset value, beginning of period $12.30 $9.95 $10.00


Net investment income (loss)(b) (0.03) 0.01 0.01Net realized and unrealized gain (loss) on investments and foreign currency 6.00 2.64 (0.06)Net increase (decrease) in net asset value from investment operations 5.97 2.65 (0.05)


From net investment income — (0.11) —From net realized gain on investments (0.78) (0.19) —Total Dividends and Distributions (0.78) (0.30) —

Net asset value, end of period $17.49 $12.30 $9.95

Total Return

Total return based on net asset value(c) 48.61% 26.58% (0.50)%


Net assets, end of period (000’s omitted) $936 $630 $497Ratio of net expenses to average net assets, before waiver 17.20% 15.15% 95.80%*Ratio of net expenses to average net assets, after waiver 0.90% 0.90% 0.90%*Ratio of net investment income (loss) to average net assets (0.23)% 0.13% 1.85%*Portfolio turnover rate(d) 16% 11% 0%






166


Baillie Gifford International Smaller Companies FundSelected data for an Institutional Class share outstanding throughout each period:


For the For the 2018(a)

Year Ended Year Ended through December 31, December 31, December 31,

2020 2019 2018Net asset value, beginning of period $12.30 $9.95 $10.00


Net investment income (loss)(b) (0.03) 0.01 0.01Net realized and unrealized gain (loss) on investments and foreign currency 6.00 2.64 (0.06)Net increase (decrease) in net asset value from investment operations 5.97 2.65 (0.05)


From net investment income — (0.11) —From net realized gain on investments (0.78) (0.19) —Total Dividends and Distributions (0.78) (0.30) —

Net asset value, end of period $17.49 $12.30 $9.95

Total Return

Total return based on net asset value(c) 48.61% 26.58% (0.50)%


Net assets, end of period (000’s omitted) $936 $630 $498Ratio of net expenses to average net assets, before waiver 17.20% 15.15% 95.80%*Ratio of net expenses to average net assets, after waiver 0.90% 0.90% 0.90%*Ratio of net investment income (loss) to average net assets (0.23)% 0.13% 1.85%*Portfolio turnover rate(d) 16% 11% 0%






167


Baillie Gifford Long Term Global Growth FundSelected data for a Class K share outstanding throughout each period:





Net investment loss(b) (0.17) (0.07) (0.04) (0.07)Net realized and unrealized gain (loss) on investments and foreign currency 21.18 5.27 (0.22) 3.45Net increase (decrease) in net asset value from investment operations 21.01 5.20 (0.26) 3.38


From net realized gain on investments (3.23) (0.03) (1.56) —Total Dividends and Distributions (3.23) (0.03) (1.56) —


Total Return



Net assets, end of period (000’s omitted) $221,188 $136,096 $75,402 $70,639Ratio of net expenses to average net assets, before waiver 0.71% 0.76% 0.79% 0.80%*Ratio of net expenses to average net assets, after waiver 0.71% 0.76% 0.77% 0.77%*Ratio of net investment loss to average net assets (0.57)% (0.41)% (0.23)% (0.61)%*Portfolio turnover rate(d) 40% 5% 16% 13%

(a) Commencement of investment operations.(b) Calculated based upon average shares outstanding during the period.(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all





168


Baillie Gifford Long Term Global Growth FundSelected data for an Institutional Class share outstanding throughout each period:





Net investment loss(b) (0.22) (0.10) (0.19) (0.06)Net realized and unrealized gain (loss) on investments and foreign currency 21.17 5.28 (0.08)(c) 3.44Net increase (decrease) in net asset value from investment operations 20.95 5.18 (0.27) 3.38


From net realized gain on investments (3.23) (0.03) (1.56) —Total Dividends and Distributions (3.23) (0.03) (1.56) —


Total Return



Net assets, end of period (000’s omitted) $350,860 $57,009 $356 $6Ratio of net expenses to average net assets, before waiver 0.79% 0.86% 0.88% 0.80%*Ratio of net expenses to average net assets, after waiver 0.79% 0.86% 0.87% 0.80%*Ratio of net investment loss to average net assets (0.68)% (0.53)% (0.91)% (0.56)%*Portfolio turnover rate(e) 40% 5% 16% 13%

* Annualized.(a) Commencement of investment operations.(b) Calculated based upon average shares outstanding during the period.(c) Calculation of the net gain or loss per share (both realized and unrealized) may not correlate to the aggregate realized and unrealized losses


(d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of alldividends and distributions, if any, at net asset value during the period, and redemption on the last day of the period. Total return is not annualizedfor periods less than one year.




169


Baillie Gifford Positive Change Equities FundSelected data for a Class K share outstanding throughout each period:







Net realized and unrealized gain (loss) on investments and foreign currency 11.65 3.04 (0.04)(d) 0.16Net increase (decrease) in net asset value from investment operations 11.61 3.09 (0.06) 0.16


From net investment income — (0.04) — —From net realized gain on investments (0.93) (0.02) — —Total Dividends and Distributions (0.93) (0.06) — —


Total Return



Net assets, end of period (000’s omitted) $59,594 $15,923 $5,036 $508Ratio of net expenses to average net assets, before waiver 1.02% 1.63% 3.21% 53.13%*Ratio of net expenses to average net assets, after waiver 0.65% 0.65% 0.65% 0.65%*Ratio of net investment income (loss) to average net assets (0.19)% 0.44% (0.14)% (0.47)%*Portfolio turnover rate(f) 40% 7% 7% 0%

* Annualized.(a) Commencement of investment operations.(b) Calculated based upon average shares outstanding during the period.(c) Amount is less than $0.005 per share.(d) Calculation of the net gain or loss per share (both realized and unrealized) may not correlate to the aggregate realized and unrealized losses



(f) Portfolio turnover rate calculated at Fund level.



170


Baillie Gifford Positive Change Equities FundSelected data for an Institutional Class share outstanding throughout each period:







Net realized and unrealized gain (loss) on investments and foreign currency 11.63 3.03 (0.04)(d) 0.16Net increase (decrease) in net asset value from investment operations 11.59 3.08 (0.06) 0.16


From net investment income — (0.03) — —From net realized gain on investments (0.93) (0.02) — —Total Dividends and Distributions (0.93) (0.05) — —


Total Return



Net assets, end of period (000’s omitted) $36,400 $10,718 $7,492 $508Ratio of net expenses to average net assets, before waiver 1.05% 1.63% 3.21% 53.13%*Ratio of net expenses to average net assets, after waiver 0.68% 0.65% 0.65% 0.80%*Ratio of net investment income (loss) to average net assets (0.21)% 0.41% (0.14)% (0.47)%*Portfolio turnover rate(f) 40% 7% 7% 0%

* Annualized.(a) Commencement of investment operations.(b) Calculated based upon average shares outstanding during the period.(c) Amount is less than $0.005 per share.(d) Calculation of the net gain or loss per share (both realized and unrealized) may not correlate to the aggregate realized and unrealized losses



(f) Portfolio turnover rate calculated at Fund level.



171


Baillie Gifford U.S. Equity Growth FundSelected data for a Class K share outstanding throughout each period:





Net investment loss(b) (0.16) (0.08) (0.07) (0.03)Net realized and unrealized gain on investments and foreign currency 23.07 4.33 1.22(c) 1.98Net increase in net asset value from investment operations 22.91 4.25 1.15 1.95


From net realized gain on investments (1.31) (0.25) (0.29) (0.05)Total Dividends and Distributions (1.31) (0.25) (0.29) (0.05)


Total Return

Total return based on net asset value(d) 125.57% 29.78% 8.60% 17.01%


Net assets, end of period (000’s omitted) $58,076 $13,867 $10,594 $1,344Ratio of net expenses to average net assets, before waiver 0.97% 1.72% 7.75% 13.11%*Ratio of net expenses to average net assets, after waiver 0.65% 0.65% 0.63% 0.57%*Ratio of net investment loss to average net assets (0.55)% (0.45)% (0.46)% (0.31)%*Portfolio turnover rate(e) 33% 18% 107% 15%







172


Baillie Gifford U.S. Equity Growth FundSelected data for an Institutional Class share outstanding throughout each period:





Net investment loss(b) (0.20) (0.10) (0.10) (0.03)Net realized and unrealized gain on investments and foreign currency 23.06 4.37 1.21(c) 1.98Net increase in net asset value from investment operations 22.86 4.27 1.11 1.95


From net realized gain on investments (1.31) (0.25) (0.29) (0.05)Total Dividends and Distributions (1.31) (0.25) (0.29) (0.05)


Total Return

Total return based on net asset value(d) 125.43% 30.01%(e) 8.30% 17.01%


Net assets, end of period (000’s omitted) $42,732 $3,464 $6 $6Ratio of net expenses to average net assets, before waiver 1.06% 1.82% 6.69% 13.11%*Ratio of net expenses to average net assets, after waiver 0.74% 0.75% 0.78% 0.72%*Ratio of net investment loss to average net assets (0.65)% (0.56)% (0.53)% (0.31)%*Portfolio turnover rate(f) 33% 18% 107% 15%




(e) Excluding reimbursement received from the Manager, total return for the period was 29.72%. See Note D.(f) Portfolio turnover rate calculated at Fund level.



173


ADDITIONAL PERFORMANCE

INFORMATION

As noted in the Fund Summaries above, this section containsadditional information regarding the calculation of each Fund’sperformance and the presentation of such performance. TheAverage Annual Total Returns Table in each Fund Summarycompares the relevant Fund’s returns with those of a broad-based market index. The sub-section below titled “IndexDescriptions” describes the market indices that are used in eachFund Summary and referenced in the Principal InvestmentStrategies of certain Funds. The sub-section below titled “ShareClass Performance” describes the calculation of each Fund’sclass-by-class performance. Information provided below iscurrent as of March 31, 2021.

Unless otherwise noted, index returns reflect the reinvestment ofincome dividends and capital gains, if any, but do not reflect fees,taxes (including withholding taxes), brokerage commissions orother expenses of investing. It is not possible to invest directly inan index.

Index DescriptionsThe MSCI All Country Asia Ex Japan Index captures large andmid-cap representation across 2 of 3 Developed Marketscountries (excluding Japan) and 9 Emerging Markets countries inAsia. With 1,171 constituents, the index covers approximately85% of the free float-adjusted market capitalization in eachcountry. It is not possible to invest directly in the index.Performance data shown for the index is calculated gross ofdividend tax withholding.

The MSCI All Country World Index (“ACWI”) captures largeand mid-cap representation across 23 Developed Markets and27 Emerging Markets countries. With 2,964 constituents, theindex covers approximately 85% of the global investable equityopportunity set. It is not possible to invest directly in the index.Performance data shown for the index is calculated gross ofdividend tax withholding.

The MSCI ACWI (ex U.S.) Index captures large and mid-caprepresentation across 22 of 23 Developed Markets (DM)countries (excluding the U.S.) and 27 Emerging Markets (EM)countries. With 2,344 constituents, the index coversapproximately 85% of the global equity opportunity set outsidethe U.S. It is not possible to invest directly in the index.Performance data shown for the index is calculated gross ofdividend tax withholding.

The MSCI ACWI ex USA Small Cap Index captures small caprepresentation across 22 of 23 Developed Markets (DM)countries (excluding the U.S.) and 27 Emerging Markets (EM)countries. With 4,234 constituents, the index coversapproximately 14% of the global equity opportunity set outsidethe U.S.

The MSCI China All Shares Index captures large and mid-caprepresentation across China A-shares, B-shares, H-shares,Red-chips, P-chips and foreign listings (e.g. ADRs). The indexaims to reflect the opportunity set of China share classes listed inHong Kong, Shanghai, Shenzhen and outside of China.

The MSCI China A Onshore Index captures large and mid caprepresentation across China securities listed on the Shanghaiand Shenzhen exchanges. It is not possible to invest directly inthe index. Performance data shown for the index is calculatedgross of dividend tax withholding.

The MSCI Emerging Markets (“EM”) Index captures large andmid-cap representation across 27 Emerging Markets countries.With 1,381 constituents, the index covers approximately 85% ofthe free float-adjusted market capitalization in each country.Emerging Markets countries include Argentina, Brazil, Chile,China, Colombia, Czech Republic, Egypt, Greece, Hungary,India, Indonesia, Korea, Kuwait, Malaysia, Mexico, Pakistan,Peru, Philippines, Poland, Qatar, Russia, Saudi Arabia, SouthAfrica, Taiwan, Thailand, Turkey and United Arab Emirates. It isnot possible to invest directly in the index. Performance datashown for the index is calculated gross of dividend taxwithholding.

The MSCI Europe Australasia Far East (“EAFE”) Index is anequity index which captures large and mid-cap representationacross 21 Developed Markets countries around the world,excluding the U.S. and Canada. With 874 constituents, the indexcovers approximately 85% of the free float-adjusted marketcapitalization in each country. It is not possible to invest directly inthe index. Performance data shown for the index is calculatedgross of dividend tax withholding.

The Russell 1000 Growth Index captures the performance ofthe large-cap growth segment of the U.S. equity universe. Itincludes those Russell 1000 Index companies with higherprice-to-book ratios and higher forecasted growth values. It is notpossible to invest directly in the index.

The S&P 500 Index consists of securities from 500 companiesand captures large-cap U.S. equities. The market capitalizationof companies captured by the index totals approximately$35.4 trillion. The median market capitalization of a companyincluded in the index is approximately $29.1 billion. It is notpossible to invest directly in the index.

The Tokyo Stock Price Index (“TOPIX”) is a free-float adjustedmarket capitalization-weighted index that is calculated basedon all the domestic common stocks listed on the TSE FirstSection. TOPIX has 2164 constituents.

Index DisclaimersThe S&P 500 is a product of S&P Dow Jones Indices LLC, adivision of S&P Global, or its affiliates. Standard & Poor’s® andS&P® are registered trademarks of Standard & Poor’s FinancialServices LLC, a division of S&P Global; Dow Jones® is aregistered trademark of Dow Jones Trademark Holdings LLC.Neither S&P Dow Jones Indices LLC, Dow Jones TrademarkHoldings LLC, their affiliates nor their third party licensors makeany representation or warranty, express or implied, as to theability of any index to accurately represent the asset class ormarket sector that it purports to represent and neither S&P DowJones Indices LLC, Dow Jones Trademark Holdings LLC, theiraffiliates nor their third party licensors shall have any liability forany errors, omissions, or interruptions of any index or the dataincluded therein.

Toppan Merrill - Baillie Gifford Funds Baillie Gifford Funds Class Institutional-K Prospectus [Funds] 333-200831 06 | psorrel | 01-Jul-21 16:45 | 21-19611-2.de | Sequence: 1CHKSUM Content: 60465 Layout: 22101 Graphics: 0 CLEAN


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MSCI makes no express or implied warranties or representationsand shall have no liability whatsoever with respect to any MSCIdata contained herein. The MSCI data may not be furtherredistributed or used as a basis for other indexes or anysecurities or financial products. This Prospectus is not approved,endorsed, reviewed or produced by MSCI. None of the MSCIdata is intended to constitute investment advice or arecommendation to make (or refrain from making) any kind ofinvestment decision and may not be relied on as such.

The Russell 1000 Growth Index. The source of the index data isLondon Stock Exchange Group plc and its group undertakings(collectively, the “LSE Group”). © LSE Group 2020. FTSE Russellis a trading name of certain of the LSE Group companies.“Russell®” is a trade mark(s) of the relevant LSE Groupcompanies and is used by any other LSE Group company underlicense. “TMX®” is a trade mark of TSX, Inc. and used by the LSEGroup under license. All rights in the FTSE Russell indexes ordata vest in the relevant LSE Group company which owns theindex the data. Neither LSE Group nor its licensors accept anyliability or any errors or omissions in the indexes or data and noparty may rely on any indexes or data contained in thisProspectus. No further distribution of data from the LSE Group ispermitted without the relevant LSE Group company’s expresswritten consent. The LSE Group does not promote, sponsor orendorse the content of this Prospectus.

The TOPIX Index Value and the TOPIX Marks are subject to theproprietary rights owned by Tokyo Stock Exchange, Inc. andTokyo Stock Exchange, Inc. owns all rights and know-howrelating to the TOPIX such as calculation, publication and use ofthe TOPIX Index Value and relating to the TOPIX Marks. Noproduct is in any way sponsored, endorsed or promoted by theTokyo Stock Exchange, Inc.

Share Class PerformanceInformation about a Fund’s performance is based on that Fund’srecord to a recent date and is not intended to indicate futureperformance. Investment results of the Funds will fluctuate overtime, and any representation of the Funds’ total return for anyprior period should not be considered as a representation of whatan investor’s total return will be in any future period. The Trust’sannual and semi-annual reports to shareholders containadditional performance information for the Funds and areavailable upon request, without charge, by calling the telephonenumbers listed at the end of this Prospectus.

The total return presentations in the Fund summaries has, forcertain Funds, been based on the performance of a differentclass that dates back to a Fund’s inception or that has thelongest history of continuous operation. The resultingperformance information shown has been adjusted to reflectcertain fees and expenses applicable to InstitutionalClass shares, and, in some cases, Class K shares, which areexpected generally to be higher than the fees and expenses ofthe class on which its performance information is based. Theseadjustments thus generally result in estimated performanceresults that are lower than the actual results of the class onwhich the performance information is based, as a result ofdiffering levels of fees and expenses borne.

The following table shows the most recent inception dates for theclasses of shares of the Funds that were operational as ofDecember 31, 2020.

Most Recent Most Recent Inception Date Inception Date

Fund of Fund Class of ClassBaillie Gifford China A December 19, 2019 K December 19, 2019Shares Growth Fund Institutional December 19, 2019Baillie Gifford April 15, 2014 K April 28, 2017Developed EAFE Institutional April 28, 2017All Cap Fund Class 2 April 15, 2014

Class 3 March 24, 2017Class 4 —Class 5 —

Baillie Gifford EAFE December 17, 2009 K April 28, 2017Plus All Cap Fund Institutional April 28, 2017

Class 2 December 17, 2009Class 3 July 7, 2014(1)

Class 4 —Class 5 —

Baillie Gifford April 4, 2003 K April 28, 2017Emerging Markets Institutional April 28, 2017Equities Fund(2) Class 2 March 2, 2015

Class 3 April 1, 2016Class 4 November 2, 2015(3)

Class 5 April 4, 2013Baillie Gifford Global November 15, 2011 K April 28, 2017Alpha Equities Fund Institutional April 28, 2017

Class 2 January 6, 2013Class 3 November 15, 2011Class 4 July 10, 2017Class 5 —

Baillie Gifford Global December 14, 2017 K December 14, 2017Stewardship Equities Institutional December 14, 2017FundBaillie Gifford February 7, 2008 K April 28, 2017International Alpha Institutional April 28, 2017Fund(4) Class 2 February 7, 2008

Class 3 September 1, 2010Class 4 July 10, 2017Class 5 April 7, 2014

Baillie Gifford December 14, 2017 K December 14, 2017International Institutional December 14, 2017Concentrated Growth Equities FundBaillie Gifford March 6, 2008 K April 28, 2017International Growth Institutional April 28, 2017Fund Class 2 March 6, 2008

Class 3 April 19, 2010Class 4 October 10, 2016Class 5 July 19, 2012

Baillie Gifford December 19, 2018 K December 19, 2018International Smaller Institutional December 19, 2018Companies Fund



175


Most Recent Most Recent Inception Date Inception Date

Fund of Fund Class of ClassBaillie Gifford June 10, 2014 K April 28, 2017Long Term Global Institutional April 28, 2017Growth Fund Class 2 June 10, 2014

Class 3 —Class 4 October 7, 2015(5)

Class 5 April 9, 2018Baillie Gifford Positive December 14, 2017 K December 14, 2017Change Equities Fund Institutional December 14, 2017Baillie Gifford December 5, 2016 K May 1, 2017U.S. Equity Institutional April 28, 2017Growth Fund(6)

(1) Class 3 shares of Baillie Gifford EAFE Plus All Cap Fund wereoperational between July 7, 2014 and April 9, 2018.

(2) Effective January 1, 2015, the share class structure of BaillieGifford Emerging Markets Equities Fund was changed, and sharespreviously designated as Class III shares were converted toClass 5 shares. The performance information provided in the FundSummary for Class 5 reflects the performance for Class III forperiods prior to January 1, 2015. Class III shares were subject to ahigher shareholder service fee than Class 5 shares, and noadjustment has been made to the performance information shownfor Class 5 to reflect its different expense structure.

(3) Class 4 shares of Baillie Gifford Emerging Markets Equities Fundwere operational from November 2, 2015 until October 10, 2016.

(4) The Fund was active for intervals between November 1, 2000 andNovember 22, 2005, and was inactive until it most recentlyrecommenced operations on February 7, 2008.

(5) Class 4 shares of Baillie Gifford Long Term Global Growth Fundwere operational between October 7, 2015 and April 9, 2018.

(6) The inception date for Baillie Gifford U.S. Equity Growth Fund isDecember 5, 2016, when Baillie Gifford International, LLCpurchased Class 1 shares. Classes 1-5 of Baillie Gifford U.S.Equity Growth Fund were terminated effective May 1, 2017. For thepurposes of the total return data and other data reflected in theFund’s financial highlights, the Fund has used December 5, 2016as its inception date. For accounting purposes, the Fund considersDecember 6, 2016 to be the date it commenced operations.



176


HISTORICAL PERFORMANCE

INFORMATION FOR SIMILAR ACCOUNTS

Certain Funds were recently organized and have little or noperformance history of their own that is permitted to be shown inthe “Fund Summary” section of this Prospectus. For some ofthese Funds, the following tables set forth historical performanceinformation for all discretionary accounts, all of which are non-U.S. regulated open-end investment funds or other institutionalaccounts, managed by the Manager and its affiliates that havesubstantially similar investment objectives, policies, strategies,risks and investment restrictions as each listed Fund.

The results presented below may not necessarily equate with thereturn experienced by any particular investor as a result of thetiming of investments and redemptions. In addition, the effect oftaxes on any investor will depend on such person’s tax status,and the results have not been reduced to reflect any income taxthat may have been payable.

Composite Data

For certain Funds, Composite (defined by the Global InvestmentPerformance Standards (“GIPS®”) as an “aggregation of one ormore portfolios managed according to a substantially similarinvestment mandate, objective or strategy”) data is provided toillustrate, with respect to each Fund, the past performance of theManager and its affiliates in managing all substantially similaraccounts as measured against specified market indices.Composite data does not represent the performance of any ofthe Funds. The accounts in each Composite are separate anddistinct from the Fund; the Composite performance is notintended as a substitute for the Fund’s performance and shouldnot be considered a prediction of the future performance of theFund or the Manager. The performance of the accounts in eachComposite may differ, sometimes significantly, from theperformance of the Fund for a variety of reasons, includingdivergences in underlying investments resulting from variousregulatory restrictions specific to mutual funds as well as otherdifferences relating to jurisdiction and/or product design, such asthe applicability of U.S. sanctions and other investmentrestrictions.

The Manager claims compliance with GIPS®. For GIPS®

purposes, the Manager is defined and held out to the public asthe investment management and advisory services provided bythe Manager and Baillie Gifford & Co., its parent entity. Additionalinformation regarding the Composites and the Manager’s policiesfor valuing portfolios, calculating performance, and preparingcompliant presentations are available upon request.

Each Composite’s performance data shown below wascalculated in accordance with recognized industry standards,consistently applied to all time periods. All returns presentedwere calculated on a total return basis and include all dividendsand interest, accrued income and realized and unrealized gainsand losses. All returns reflect the deduction of brokeragecommissions and execution costs paid by the discretionaryinstitutional accounts, without provision for federal or stateincome taxes. “Net of Fees” composite figures are calculated byreducing the gross return by the highest annual management fee

for the composite. Each Composite includes all actualdiscretionary institutional accounts managed by the Manager andits affiliates for at least one full month that have investmentobjectives, policies, strategies and risks substantially similar tothose of the Fund. The Composites may include both tax-exemptand taxable accounts and all reinvestment of earnings. EachComposite’s performance information is calculated on the basisof the returns of underlying accounts expressed in U.S. dollars;to the extent that accounts underlying a Composite aredenominated in currencies other than U.S. dollars. The accountsunderlying a Composite may be denominated in variouscurrencies other than U.S. dollars; the returns of those accountshave been converted to U.S. dollars as of each reference date,prior to factoring those accounts into the Compositeperformance. The performance shown would be different in theabsence of such conversion.

Securities transactions are accounted for on trade date andaccrual accounting is utilized. Cash and equivalents are includedin performance returns. Monthly returns of a Composite combinethe individual accounts’ returns (calculated on a time-weightedrate of return basis that is revalued daily) by asset-weightingeach account’s asset value as of the beginning of themonth. Annual returns are calculated by geometrically linking(i.e., calculating the product of) the monthly returns. Investorsshould be aware that the performance information shown belowwas calculated differently than the methodology mandated by theSEC for registered investment companies.

The discretionary institutional accounts that are included in theComposites may be subject to lower expenses than the Fund andare not subject to the same diversification requirements, specifictax restrictions and investment limitations imposed on the Fundby the 1940 Act or Subchapter M of the Code. Consequently, theperformance results for each Composite may have been lessfavorable had they been subject to the same expenses as theFund or had they been regulated as investment companies underthe federal securities laws.

Similar Accounts

For Baillie Gifford China Equities Fund, historical performanceinformation for a Similar Account, which is a non-U.S. regulatedopen-end investment fund, managed by the Manager and itsaffiliates that has substantially similar investment objectives,policies, strategies, risks and investment restrictions as the Fund,is provided. The performance of the Similar Account may differ,sometimes significantly, from the performance of the Fund for avariety of reasons, including divergences in underlyinginvestments resulting from various regulatory restrictions specificto mutual funds as well as other differences relating to jurisdictionand/or product design. The Similar Account is not offered to U.S.investors and will not accept investments from any U.S. persons.

The Similar Account is separate and distinct from the Fund. Theperformance of the Similar Account is not intended as asubstitute for the Fund’s performance and should not beconsidered a prediction of the future performance of the Fund orthe Manager.

The returns of the Similar Account have been converted to U.S.dollars. All returns presented were calculated on a total returnbasis and include all dividends and interest, accrued income and



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realized and unrealized gains and losses. All returns reflect thededuction of brokerage commissions and execution costs paid bythe Similar Account, without provision for federal or state incometaxes. “Net of fees” figures are net of all actual fees and reflectthe deduction of investment advisory fees and for the SimilarAccount, may also reflect the deduction of other fees, including,without limitation, custodial fees.

Securities transactions are accounted for on the trade date andaccrual accounting is utilized. Cash and equivalents are includedin performance returns. The Similar Account may be subject tolower expenses than the Fund and is not subject to the samediversification requirements, specific tax restrictions andinvestment limitations imposed on the Fund by the 1940 Act orSubchapter M of the Code. Consequently, the performanceresults for the Similar Account may have been less favorable hadit been subject to the same expenses as the Fund or had it beenregulated as an investment company under the federal securitieslaws.

Similar Account Performance for Baillie Gifford ChinaEquities Fund:

Annualized Returns for periods ended December 31 (net of fees)

Baillie Gifford Period China Fund (USD) Index (USD)*Since Inception (11/24/2008) 17.82% 14.47%10 Years 11.87% 8.58%5 Years 23.44% 16.14%3 Years 18.36% 11.48%1 Year 60.96% 33.61%

* Index: MSCI China All Share Index since 11/27/2019; MSCI AllChina Index from 05/02/2019 until 11/27/2019; MSCI GoldenDragon Index prior to 05/02/2019.

Similar Account Performance for Baillie Gifford GlobalStewardship Equities Fund:

The Global Stewardship Composite


Global Stewardship MSCI ACWI

Year Composite IndexSince Inception (December 31, 2015) to December 31, 2020 25.47% 12.86%3 Years 27.13% 10.64%1 Year 75.57% 16.82%

Calendar Year Returns for the periods ended December 31 (netof fees)

Global Stewardship MSCI ACWI

Year Composite Index2020 75.57% 16.82%2019 29.06% 27.30%2018 -9.32% -8.93%2017 38.33% 24.62%2016 9.42% 8.49%

Similar Account Performance for Baillie Gifford InternationalConcentrated Growth Equities Fund:

The International Concentrated Growth Composite


International Concentrated Growth MSCI ACWI

Year Composite (ex. U.S.) IndexSince Inception (March 31, 2004) to December 31, 2019 15.93% 6.71%10 Years 19.12% 5.40%5 Years 30.35% 9.44%3 Years 34.65% 5.38%1 Year 90.67% 11.13%


International Concentrated Growth MSCI ACWI

Year Composite (ex. U.S.) Index2020 90.67% 11.13%2019 44.91% 22.13%2018 -11.64% -13.78%2017 48.95% 27.77%2016 3.47% 5.01%2015 7.90% -5.25%2014 1.00% -3.44%2013 34.51% 15.78%2012 17.17% 17.39%2011 -11.02% -13.32%

Similar Account Performance for Baillie Gifford PositiveChange Equities Fund:

The Positive Change Composite


Positive Change MSCI ACWI Year Composite IndexSince Inception (January 31, 2017) to December 31, 2019 38.60% 13.51%3 Years 34.19% 10.64%1 Year 86.02% 16.82%

Calendar Year Returns for the period ended December 31 (net offees)

Positive Change MSCI ACWI Year Composite Index2020 86.02% 16.82%2019 30.14% 27.30%2018 -0.18% -8.93%



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Similar Account Performance for Baillie Gifford U.S. EquityGrowth Fund:

The U.S. Equity Growth Composite


U.S. Equity Russell 1000 Growth S&P 500 Growth

Year Composite Index IndexSince Inception (August 31, 1997) to December 31, 2019 13.36% 8.34% 9.01%10 Years 23.27% 13.88% 17.21%5 Years 36.15% 15.33% 21.00%3 Years 48.06% 14.18% 22.99%1 Year 128.33% 18.40% 38.49%


U.S. Equity Russell 1000 Growth S&P 500 Growth

Year Composite Index Index2020 128.33% 18.40% 38.49%2019 30.47% 31.49% 36.39%2018 8.94% -4.38% -1.51%2017 35.37% 21.83% 30.21%2016 6.48% 11.96% 7.08%2015 8.55% 1.38% 5.67%2014 9.47% 13.70% 13.05%2013 26.84% 32.38% 33.48%2012 13.56% 16.01% 15.26%2011 1.16% 2.10% 2.64%



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CONTACTS AND FURTHER INFORMATION

Contact the Trust

Online http://USmutualfund.bailliegifford.comEmail [email protected]

Mailc/o Baillie Gifford Overseas Limited, One Greenside Row, Calton Square,

Edinburgh EH1 3ANToll-Free Telephone 1-844-394-6127

Contact the Transfer Agent

New Account Emails [email protected] and Redemption Requests [email protected]

Inquiry Emails [email protected]

MailBNY Mellon Asset Servicing, 4400 Computer Drive, 015-2W12,

Westborough, MA 01581-1722Toll-Free Telephone 1-844-741-5143

Fund The SAI contains more detailed information about each Fund. The SAI is incorporated by reference into thisProspectus, which means that it is legally considered to be part of this Prospectus.

Investments Additional information about each Fund’s investments can be found:

— On the Manager’s website at http://USmutualfund.bailliegifford.com. Following its commencement of operations,each Fund’s portfolio holdings as of each calendar quarter’s end, approximately 10 days after that quarter’s end.

— In the SAI. The Trust’s policies on disclosing the Funds’ portfolio holdings are described in the SAI.

— In the annual and semi-annual reports to shareholders. These reports will include a discussion of themarket conditions and investment strategies that significantly affected that Fund’s performance during its lastfiscal year to date.

Copies of Reports The Funds’ Prospectus and the SAI are available and, following a Fund’s commencement of operations, itsannual report and semi-annual reports will be available, free of charge using the contacts below.

In addition to this, the reports can be found:

— On the EDGAR database on the SEC’s Internet site at http://www.sec.gov. This website includes reportsand other information about the Funds. Copies of this information may be obtained, upon payment of aduplicating fee, by electronic request at the following email address: [email protected].

— On the Trust’s website, at http://USmutualfund.bailliegifford.com.

Books andRecords

The books and records of the Fund are maintained at the offices of the Manager at Calton Square, 1 GreensideRow, Edinburgh, EH1 3AN and the offices of the Transfer Agent at 4400 Computer Drive, Westborough,Massachusetts, USA, 01581.

Other ShareholderQueries

Shareholders may request other information about the Fund and may direct inquiries to the Trust c/o BaillieGifford Overseas Limited, or the Transfer Agent using the contacts below.

Investment Company Act File No. 811-10145



Baillie Gifford Funds - Prospectus I and K Share Classes ...

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