# BAILLIE GIFFORD FUNDS SERVICES LLC X-17A-5 (2021-05-24) — Broker-dealer annual report - Company: BAILLIE GIFFORD FUNDS SERVICES LLC - Form: X-17A-5 - Filed: 2021-05-24 - Period: 2021-03-31 - Accession: 0001604870-21-000004 - CIK: 1604870 - File #: 8-69448 - Material weakness: No - Auditor: COHNREZICK LLP - Auditor location: NEW YORK, NY - Contact: Janice Parise - Phone: 2127514422 - Signed by: DAVID SALTER (CHIEF EXECUTIVE OFFICER) Original filing: https://www.sec.gov/Archives/edgar/data/1604870/000160487021000004/bgfssfc3312021.pdf --- {0}------------------------------------------------ DocuSig n Envelope ID 7D 18A 138-B30 7 -463 E-SC 1 0-2 D9673C EC 76A **UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION Washington, D.C. 20549** # hours per response.. . . . . 12.00 **ANNUAL AUDITED REPORT FORM X-17A-5 PART III** October 31, 2023 > SEC FILE NUMBER **8-** **FACING PAGE Information Required of Brokers and Dealers Pursuant to Section 17 of the Securities Exchange Act of 1934 and Rule 17a-5 Thereunder** | |  | 
REPORT FOR THE PERIOD BEGINNING______________________________ AND ENDING______________________________ | | | | |----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------|---------------------------------------|--|--| | | MM/DD/YY | | MM/DD/YY | | | | A. | REGISTRANT IDENTIFICATION | | | | | | NAME OF BROKER-DEALER: |  | | OFFICIAL USE ONLY | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.) | | FIRM I.D. NO. | | | | | 
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__________________________ | | | | (City) | (State) | | (Zip Code) | | | | NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT
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_____________________________________________________________________________________________________________________ | | | | | | | | | | (Area Code – Telephone Number) | | | | B. | ACCOUNTANT IDENTIFICATION | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose opinion is contained in this Report*
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_____________________________________________________________________________________________________________________ | | | | | | |  | (Name – if individual, state last, first, middle name)
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(Address) | (City) | (State) | (Zip Code) | | | | CHECK ONE: | | | | | | | Certified Public Accountant | | | | | | | □ B

Public Accountant | | | | | | | Accountant not resident in United States or any of its possessions. | | | | | | | | FOR OFFICIAL USE ONLY | | | | | | | | | | | | | | | | | | | *\*Claims for exemption from the requirement that the annual report be covered by the opinion of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis for the exemption. See Section 240.17a-5(e)(2)* **Potential persons who are to respond to the collection of information contained in this form are not required to respond** SEC 1410 ( ) **unless the form displays a currently valid OMB control number.** **11-05** {1}------------------------------------------------ #### **OATH OR AFFIRMATION** | DAVID SALTER
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my knowledge and belief the accompanying
BAILLIE GIFFORD FUNDS SCRVICES LLC
-- | , swear (or affirm) that, to the best of
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fi nanc ial statement and supporting schedules
pertaining to the firm of | | | | | | -
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of MARCH
31 | ----
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---, as
---- | | | | | | neither the company nor any partner, proprietor,
classified sole ly as that of a customer,
except as follows: | are true and correct. I further swear ( or affirm)
that
principal officer or director has any proprietary
interest in any account | | | | | | | | | | | | | | Signature | | | | | | JANICE PARISE | CHIEF EXECUTIVE OFFICER | | | | | | Notary Pub:1c, Ste, eo, New York
D
Signed by:
No. 41-4t,.,:-956
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Gomrrnseion EKpir8S-July 9, 20a,
Notary Public | Title | | | | | | This report** contains (check all applicable
boxes):
0
(a) Facing Page.
0
(b) Statement of Financial Condition.
0
(c) Statement of Income (Loss) or, if
there is other comprehensive income
in the period(s) presented, a Statement
of Comprehensive Income (as defined
in §210.1-02 of Regulation S-X).
§
(d) Statement of Changes in Financial
Condition.
(e) Statement of Changes in Stockholders'
Equity or Partners' or Sole Proprietors'
Capital.
(f) Statement of Changes in Liabilities
Subordinated to Claims of Creditors.
§
(g) Computation of Net Capital.
(h) Computation for Determination of
Reserve Requirements Pursuant to Rule
l 5c3-3.
(i) Information Relating to the Possession
or Control Requirements Under Rule I 5c3-3.
D
U) A
Reconciliation, including appropriate explanation
of the Computation ofNet Capital Under
Rule l 5c3- I and the
Computation for Determination of the
Reserve Requirements Under Exhibit A
of Rule 15c3-3.
0
(k) A Reconciliation bet.ween
the audited and unaudited Statements
of Financial Condition with respect to
methods of
consolidation.
(I)
An Oath or Affirmation.
(m) A copy of the STPC Supplemental
Report.
(n) A reporl describing any material inadequacies
found to exist or found to have existedsinee
the date o f the previous audit. | | | | | | | **For conditions of co11fidential treatment of certuin | portions of this filing, see section 240.
17a-5(e)(3). | | | | | {2}------------------------------------------------ Statements of Financial Condition March 31, 2021 and 2020 (With Report of Independent Registered Public Accounting Firm Thereon) {3}------------------------------------------------ #### **Contents** | Report of Independent Registered Public Accounting Firm | 3 | |---------------------------------------------------------|-----| | Managers' and Company Information | 4 | | Statements
of Financial Condition | 5 | | Notes to the Financial Statements | 6-9 | {4}------------------------------------------------ ![](_page_4_Picture_1.jpeg) #### Report of Independent Registered Public Accounting Firm To the Board of Managers of Baillie Gifford Funds Services LLC #### Opinion on the Financial Statement We have audited the accompanying statements of financial condition of Baillie Gifford Funds Services LLC (a wholly owned subsidiary of Baillie Gifford Overseas Limited and a Delaware limited liability company) (the "Company") as of March 31, 2021 and 2020, and the related notes (collectively referred to as the "financial statements"). In our opinion, the statements of financial condition present fairly, in all material respects, the financial position of the Company as of March 31, 2021 and 2020 in conformity with accounting principles generally accepted in the United States of America. #### Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. We have served as the Company's auditor since 2014. New York, New York May 20, 2021 {5}------------------------------------------------ ## **Managers' and Company Information** | Managers: | D W Salter (Chairman)
S A McKechnie
A Graham
M G Saliba
K Hamilton
S Quinn | |-------------------------------------|-------------------------------------------------------------------------------------------| | Officers: | J D Parise (Financial & Operations Principal) | | Bankers: | Lloyds Bank plc
City Branch
PO Box 72
Bailey Drive
Gillingham
ME8 0LS | | | HSBC Bank USA N.A.
452 5th Ave
New York
NY 10018 | | | Citibank N.A.
(closed from October 2020)
PO Box 769018
San Antonio
TX 78245 | | Registered Office: | Corporation Service Company
251 Little Falls Drive
Wilmington
DE 19808
USA | | Principal Office: | Calton Square
1 Greenside Row
Edinburgh
EH1 3AN | | UK Company Number: | FC031788 | | UK Establishment Registered Number: | BR016858 | | US (Delaware) Registered Number: | 5482323 | {6}------------------------------------------------ ## **Statements of Financial Condition** #### **March 31, 2021 and 2020** | | Note | 2021 | 2020 | |--------------------------------------------|------|-----------------|-----------------| | Assets | | | | | Cash | | \$
1,391,403 | \$
1,062,946 | | Due from Parent | 3 | 342,913 | 375,956 | | Prepayments | | 107,842 | 116,370 | | Total assets | | \$
1,842,158 | \$
1,555,272 | | Liabilities and member's equity | | | | | Accounts payable and accrued expenses | | \$
54,595 | \$
23,117 | | Due to affiliates | | 47,522 | 199,865 | | Income taxes payable | | 10,969 | 43,848 | | Total current liabilities | | 113,086 | 266,830 | | Member's equity | | | | | Common units 100,000 shares, par value \$1 | | 100,000 | 100,000 | | Retained earnings | | 1,629,072 | 1,188,442 | | Total member's equity | | 1,729,072 | 1,288,442 | | Total liabilities and member's equity | | \$
1,842,158 | \$
1,555,272 | | | | | | Accompanying notes on pages 6-9 are an integral part of these financial statements. The financial statements were approved by the Board of Managers on May 20, 2021 and signed on its behalf by: **1/,DocuSigned by:** LOf::448447 **D W Salter** *Manager* Company Number FC031788 {7}------------------------------------------------ ## **Notes to the Financial Statements** ### **March 31, 2021 and 2020** #### **1) Nature of Business** Baillie Gifford Funds Services LLC (the "Company") is a wholly owned subsidiary of Baillie Gifford Overseas Limited ("BGO" or the "Parent"), a wholly owned subsidiary of Baillie Gifford & Co. ("BGC"), and is economically dependent on its Parent to sustain its operations. The Company was formed on February 14, 2014 as a limited liability company in Delaware, USA to act as distributor of securities managed and advised by BGO. On March 2, 2015, the Financial Industry Regulatory Authority ("FINRA") approved the registration of the Company. The Company is registered as a broker-dealer with the Securities and Exchange Commission ("SEC") and is a member of FINRA. The primary business of the Company is to act as general distributor of Baillie Gifford US Mutual Public Offer Funds (the "Funds"), which are Open Ended Investment Companies registered under the Investment Company Act of 1940 and registered under the Securities Act of 1933. The Company does not hold funds or securities for, or owe money or securities to, customers or perform custodial services and, accordingly, claims exemption from Rule 15c3-3 of the Securities Exchange Act of 1934. The Funds were registered under the Securities Act of 1933 with the SEC. Registration was granted on April 2, 2015. The Company also acts as distributor of private investment funds (the "BG Private Funds") sponsored and advised by BGO and/or its affiliates that are not registered under the Securities Act of 1933. The Company is also registered, in the UK, under the Companies Act 2006 as having a UK Establishment, given at Companies House onFebruary 14, 2014. {8}------------------------------------------------ # **Notes to the Financial Statements (continued)** ## **March 31, 2021 and 2020** # **2) Summary of Significant Accounting Policies** ## *a) Basis of Presentation* The Company's financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles ("US GAAP"), which require management to make estimates and assumptions and that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. Functional and presentational currency is deemed to be US dollars ("USD"). ## *b) Related Party Transactions* On February 27, 2015, the Company and BGO entered into an Expense Sharing Agreement. In accordance with the Expense Sharing Agreement, the Company will reimburse BGO on a monthly basis for a proportional share of costs borne by BGO in relation to activities performed by staff working for the Company. In addition, the Expense Sharing Agreement incorporates the services the Company provides to BGO. A placement services fee equivalent to all of the Company's expenses, excluding financing costs, is charged to BGO on a monthly basis including a mark-up of 10%. ### *c) Concentration of Credit Risk* The Company maintains its cash accounts in two commercial banks. The Company does not consider itself to be at risk with respect to its cash balances which at times may exceed Federally insured levels. ### **3) Amount due from Parent** In accordance with the Expense Sharing Agreement, \$383,544 (2020 - \$978,173) is due from BGO to the Company as of March 31, 2021; this amount is included net in Due from Parent on the Statements of Financial Condition. {9}------------------------------------------------ # **Notes to the Financial Statements (continued)** ## **March 31, 2021 and 2020** # **4) Amount due to Parent** In accordance with the Expense Sharing Agreement, there is \$40,631 (2020 - \$602,217) due to BGO from the Company as of March 31, 2021, which is included net in Due from Parent on the Statements of Financial Condition. ## **5) Affiliated Parties** The Company derives substantially all of its revenue by acting as the general distributor of the Funds and providing sales and marketing services to BGO. \$47,522 (2020 - \$199,865) is due to affiliates as of March 31, 2021. ## **6) Income Taxes** The Company was organized as a single-member limited liability company but elected to be treated as a corporation for federal and state tax purposes. The Company files its federal and state income tax returns, where applicable, on a corporate basis. The tax years that remain subject to examination by the tax authorities are 2018 through 2020. ### **7) Off-Balance Sheet Risk and Credit Risk** The Company acts as general distributor of the Funds and BG Private Funds. Receipts and payments for mutual fund shares sold or redeemed are made directly to, or by, the issuers or their agents. There is no off-balance sheet risk associated with these transactions as customers will deal directly with the funds and the Company does not hold or transfer customer funds. {10}------------------------------------------------ ## **Notes to the Financial Statements (continued)** #### **March 31, 2021 and 2020** #### **8) Other Risk Factors** Despite the global outbreak of COVID-19 that began in early 2020 and negatively impacted many economies, the Company did not see a direct financial impact of the outbreak and continued its operations reasonably unaffected. The Company quickly transitioned to remote working with no significant interruptions to its operations with processes and systems running smoothly throughout the period. Whilst the disruption is expected to ease as the vaccination programmes progress, there is still uncertainty around the duration of this matter. Therefore, the Company continues to monitor the position closely and is confident to have appropriate plans, operational resiliency, and financial resources in place to continue to operate. #### **9) Commitments and Contingencies** In the ordinary course of business, various claims and lawsuits may be brought by or against the Company. As of the end of the year, there were no such claims or lawsuits brought by or against the Company. ## **10) Net Capital Requirement** As a FINRA registered broker-dealer, the Company is subject to the SEC Uniform Net Capital Rule ("Rule 15c3-1") of the Securities Exchange Act of 1934, which requires the maintenance of minimum net capital. Under Rule 15c3-1, the Company is required to maintain minimum net capital equal to the greater of \$5,000 and 6 2/3% of aggregate indebtedness. The ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1, and that equity capital may not be withdrawn, or cash dividends paid if the resulting net capital ratio would exceed 10 to 1. At March 31, 2021, The Company had net capital of \$1,278,098, which was \$1,270,559 above its required net capital of the greater of \$5,000 or 6 2/3% of aggregated indebtedness. The ratio of aggregate indebtedness to net capital was 0.08848 to 1 at March 31, 2021. #### **11) Subsequent Events** The Company has evaluated the need for disclosures and/or adjustments resulting from subsequent events through May 20, 2021, the date the financial statements were available to be issued. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.