UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-24128
(Exact name of registrant as specified in charter)
780 Third Avenue, 43rd Floor, New
York, NY 10017
(Address of principal executive offices) (Zip code)
Gareth Griffiths
Baillie Gifford Institutional Trust
Calton Square, 3 Haymarket Square
Edinburgh, Scotland, UK, EH3 8RY
(Name and address of agent for service)
Registrant's telephone number, including area code: 011-44-131-275-2000
Date of fiscal year end: December 31
Date of reporting period:
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. Reports to Stockholders.
(a) The Report to Shareholders is attached herewith.
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Baillie Gifford Institutional Long Term Global Growth Fund |
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Baillie Gifford Institutional Long Term Global Growth Fund |
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If you wish to find additional information about the Fund, including but not limited to the Fund's prospectus, financial information, holdings, and proxy voting information, please refer to the website address and contact information included at the beginning of this shareholder report.

If you wish to find additional information about the Fund, including but not limited to the Fund's prospectus, financial information, holdings, and proxy voting information, please refer to the website address and contact information included at the beginning of this shareholder report.
| (b) | Not applicable |
Item 2. Code of Ethics.
Not applicable.
Item 3. Audit Committee Financial Expert.
Not applicable.
Item 4. Principal Accountant Fees and Services.
Not applicable.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
| (a) | Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 7 of this form. |
| (b) | Not applicable |
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.
The semi-annual financial statements are attached herewith.
The Financial Highlights are attached herewith.
Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.
Not applicable.
Item 9. Proxy Disclosures for Open-End Management Investment Companies.
Not applicable.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.
Baillie Gifford Institutional Trust (the “Trust”) paid $2,521 to the Directors in compensation during the period. No compensation was paid to Officers or others Open-End Managements Investment Companies.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
Baillie
Gifford Institutional Trust
BAILLIE GIFFORD Institutional Long Term Global Growth fund
Board
considerations
Regarding New Fund Advisory Agreement Approval
On October 2, 2025, the Board of Trustees (the “Board” and individually, the “Trustees”) of Baillie Gifford Institutional Trust (the “Trust”), including a majority of the Trustees who are not “interested persons” as defined by the Investment Company Act of 1940, as amended (the “Independent Trustees”), approved the investment advisory agreement (the “Advisory Agreement”) between the Trust, on behalf of Baillie Gifford Institutional Long Term Global Growth Fund (the “Fund”), and Baillie Gifford Overseas Limited (the “Manager”). As part of the review process, the Independent Trustees met independently of Trust management and of the interested trustee of the Board to consider the approval of the Advisory Agreement. During the review process, the Independent Trustees were represented by independent legal counsel and advised by their independent legal counsel of their fiduciary duties pertaining to approval of investment advisory agreements and the factors that they should consider in evaluating such agreements. The Independent Trustees reviewed materials received from the Manager, Broadridge, an independent provider of mutual fund data (“Broadridge”), and independent legal counsel. After reviewing the information received, the Independent Trustees requested supplemental information, and the Manager provided materials in response. The Board determined that, given the totality of the information provided with respect to the Advisory Agreement, the Board had received sufficient information to approve the Advisory Agreement.
The Board concluded that it was in the best interests of the Fund to approve the Advisory Agreement. In reaching this conclusion for the Fund, the Board did not identify any single factor as determinative in its analysis, but rather the Board considered a variety of factors, including those discussed below. The Board did not allot a particular weight to any one factor or group of factors.
The Board considered that the Manager intended to propose to convert Baillie Gifford Long Term Global Growth Fund (the “Current LTGG Fund”), a publicly offered mutual fund series of Baillie Gifford Funds (a separate trust) (“BGF”) advised by the Manager, to an exchange-traded fund (the “ETF Conversion”). The Board considered the Manager’s explanation that, in connection with the ETF Conversion, the Fund was proposed as a privately placed mutual fund series of the Trust to provide eligible shareholders of the Current LTGG Fund who would prefer not to hold ETF shares following the ETF Conversion with an opportunity to remain invested in a mutual fund with substantially the same investment objective, philosophy, process, strategy and policies as the Current LTGG Fund.
The Board considered the nature, extent and quality of the services expected to be provided by the Manager to the Fund. The Board noted that the Manager provides advisory services to the Current LTGG Fund and other mutual fund series of BGF. The Board considered that the Trustees, as members of the board of trustees of BGF, reviewed during the 2025 annual contract renewal process that concluded in
June extensive information regarding the Manager and the nature, extent and quality of services provided to such funds. The Board noted further that, pursuant to the Fund’s Advisory Agreement, the Manager will provide portfolio management services to the Fund and will receive an advisory fee and, pursuant to a separate Shareholder Service Plan and Shareholder Servicing Agreement, the Manager will receive a “shareholder service fee,” the amount of which varies among the share classes. The Board considered the background and qualifications of the investment, compliance and administrative personnel who would be involved in the management and oversight of the Fund, noting that the portfolio management team that manages the Current LTGG Fund would manage the Fund, and reviewed information regarding the Fund’s advisory fee and shareholder service fee, and the estimated expense ratio for each share class of the Fund giving effect to the proposed expense limitation, compared to a peer group of similar funds. The Board considered the proposed investment objective, philosophy, process, strategy and policies for the Fund, noting that they were to be substantially the same as those for the Current LTGG Fund, and reviewed performance information for the Current LTGG Fund. In evaluating the advisory fee to be paid by the Fund, and in particular when assessing comparative data, the Board also considered the advisory fee in combination with the shareholder service fee. The Board concluded that the nature, extent and quality of the services provided by the Manager to the Fund, pursuant to the Advisory Agreement, were expected to be satisfactory.
With respect to profitability, the Board considered that, because the Fund was not operational, the Manager did not provide estimated profitability. The Board considered other benefits to be derived by the Manager from its relationship to the Fund, including receipt of the shareholder service fee. The Board considered whether there were economies of scale with respect to management of the Fund. The Board considered that the Fund was not yet operational and that the proposed advisory fee schedule includes breakpoints. The Board also considered the expense limitation proposed by the Manager for the Fund.
The Board noted that the Fund’s advisory fee (plus the shareholder service fee) would be the same as the Current LTGG Fund’s advisory fee (plus the shareholder service fee) for each applicable share class, and that the proposed advisory fee breakpoints would also be the same. The Board also noted that the estimated net expense ratio for each share class of the Fund, giving effect to the proposed expense limitation, would be the same as the net expense ratio for the applicable share class of the Current LTGG Fund as disclosed in the Current LTGG Fund’s current prospectus. The Board reviewed the Fund’s advisory fee (plus the shareholder service fee) and estimated net expense ratio for the Fund’s Class 2 shares, and compared them to the average management fees and expense ratios of an expense peer group and an expense universe of funds based on data provided by Broadridge. The comparable fund information showed that the Fund’s contractual advisory fee (plus the Class 2 shareholder service fee) was below the average contractual management fee of the expense peer group. The Board also reviewed the fee schedules for other clients of the Manager with a similar investment mandate. The Board considered that the Manager had contractually agreed to waive its fees and/or bear other expenses of each share class of the Fund through April 30, 2029 to limit expenses and that the contractual expense limitation agreement may only be terminated by the Board. The Board considered that the advisory fee (plus the Class 2 shareholder service fee) was on the low end of the spectrum of the expense peer group. On the basis of the information provided, the Board concluded that the advisory fee was reasonable.
Based upon all the information considered and the conclusions reached, the Board determined that the terms of the Advisory Agreement for the Fund were reasonable and fair and that the approval of the Advisory Agreement was in the best interests of the Fund.
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 15. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S- K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.
Item 16. Controls and Procedures.
| (a) | The registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the effectiveness of the design and operation of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c))) as of a date within 90 days of the filing date of this report, that the design and operation of such procedures are effective to provide reasonable assurance that information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that information required to be disclosed by the registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the registrant’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. |
| (b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d))) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable.
Item 18. Recovery of Erroneously Awarded Compensation.
Not Applicable.
Item 19. Exhibits.
| (a)(1) | Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
| (b) | Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| (Registrant) | Baillie Gifford Institutional Trust |
| By (Signature and Title)* | /s/ Michael Stirling-Aird, President |
Michael Stirling-Aird, President
(principal executive officer)
Date September 2, 2026
| By (Signature and Title)* | /s/Lindsay Cockburn |
Lindsay Cockburn, Treasurer
(principal financial officer)
Date September 2, 2026
* Print the name and title of each signing officer under his or her signature.