Baird Funds N-14 Registration statement for investment companies business combination

AMENDMENT OF AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

BAIRD FUNDS, INC.

The undersigned Secretary of Baird Funds, Inc. (the “Corporation”), hereby certifies that in accordance with Section 180.1002 of the Wisconsin Statutes, the following Amendment was duly adopted to remove the Baird Small/Mid Cap Value Fund as a class of shares of the Corporation together with the Investor Shares and Institutional Shares Series of such class and to change the name of the Baird SmallCap Value Fund to the “Baird Equity Opportunity Fund” as indicated below.

“Paragraph A of Article IV is hereby amended by deleting Paragraph A thereof and inserting the following as a new paragraph:

‘A. The Corporation shall have the authority to issue an indefinite number of shares with a par value of $.01 per share. Subject to the following paragraph, the authorized shares are classified as follows:

Class	Series	Authorized Number of Shares
Baird MidCap Fund	Investor Shares Institutional Shares	Indefinite Indefinite
Baird Equity Opportunity Fund	Investor Shares Institutional Shares	Indefinite Indefinite
Baird Intermediate Bond Fund	Investor Shares Institutional Shares	Indefinite Indefinite
Baird Aggregate Bond Fund	Investor Shares Institutional Shares	Indefinite Indefinite
Baird Quality Intermediate Municipal Bond Fund	Investor Shares Institutional Shares	Indefinite Indefinite
Baird Core Plus Bond Fund	Investor Shares Institutional Shares	Indefinite Indefinite
Baird Short-Term Bond Fund	Investor Shares Institutional Shares	Indefinite Indefinite
Baird Ultra Short Bond Fund	Investor Shares Institutional Shares	Indefinite Indefinite

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Class	Series	Authorized Number of Shares
Baird Long-Term Credit Bond Fund	Investor Shares Institutional Shares	Indefinite Indefinite
Baird Short-Term Municipal Bond Fund	Investor Shares Institutional Shares	Indefinite Indefinite
Baird Core Intermediate Municipal Bond Fund	Investor Shares Institutional Shares	Indefinite Indefinite
Chautauqua Global Growth Fund	Investor Shares Institutional Shares	Indefinite Indefinite
Chautauqua International Growth Fund	Investor Shares Institutional Shares	Indefinite Indefinite
Baird Small/Mid Cap Growth Fund	Investor Shares Institutional Shares	Indefinite Indefinite
Baird Strategic Municipal Bond Fund	Investor Shares Institutional Shares	Indefinite Indefinite
Baird Municipal Bond Fund	Investor Shares	Indefinite
	Institutional Shares	Indefinite

This Amendment to the Amended and Restated Articles of Incorporation of the Corporation was adopted by the Board of Directors on September 7, 2021 in accordance with Sections 180.1002(8) and 180.0602 of the Wisconsin Statutes. Shareholder approval was not required.

Executed this [ ] day of [ ], 2021.

BAIRD FUNDS, INC.

By:

Charles M. Weber, Secretary

This instrument was drafted by:

Margaret L. Johnson

Godfrey & Kahn, S.C.

833 East Michigan Street

Milwaukee, Wisconsin 53202

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