ShareSoc, which represents more than 9,500 private investors, said the problem is more complex, explaining that shareholders don’t know they can vote, companies can’t contact them and the voting tools are “primitive”.

Baillie Gifford US Growth chair Tom Burnet has warned that retail investors hold more than half of the trust’s shares and that low turnout would hand over the keys to the board to New York hedge fund Saba Capital Management.

In an interview with Scottish Financial News, Burnet revealed the future of the £1.1bn trust was in the hands of retail investors and that it needed them to turn out in droves ahead of the crunch AGM on 23 October to stop Saba.

The trust said in a statement that “All votes against the Saba Resolutions (1-3 (inclusive)) and for the company resolutions (4-14 (inclusive)) will be crucial to preserving the independence of the board and the strategy of the company. We urge all our shareholders to make your voices heard to protect the future of the company.”

The first platform voting deadline is 14 October, with the biggest platforms closing from 19 October, according to the Association of Investment Companies (AIC).

Saba requisitioned the board in August to appoint three Saba-nominated directors, Jason Chen, Thomas H McGlade and James Waterlow, at the AGM. The trust previously said the three, whom it described as “linked with or employed by Saba”, would “severely compromise” the board’s independence.

The activist investor recently raised its stake to around 29.9%, just below the 30% threshold at which it is required to lodge a mandatory takeover offer. Fellow New York hedge fund Sessa Capital also increased its stake to 7.7% ahead of the vote. It is believed Sessa will support Saba’s motion at the AGM.

Independent voting advisers Glass Lewis, ISS and PIRC have backed the board of Baillie Gifford US Growth Trust, urging shareholders to vote against Saba Capital Management’s requisition request to install three of its nominees onto the board.

The voting advisers recommended that shareholders vote against Saba’s resolutions 1-3 and for re-appointing the existing directors (resolutions 4-7).

ShareSoc said platforms and nominees have inserted themselves between companies and their shareholders, whereas registrars once held a complete list of the actual shareholders. It said: “Apathy results from Invisibility. Shareholders may not vote either:

“Because they didn’t know they could/should. They don’t see the minimal voting indicator hidden away in their platform, didn’t get an email telling them to vote or because their platform doesn’t offer shareholder voting to the UBOs (ultimate beneficial owners). Besides, how often do most shareholders log into their platform?

“Because listed companies don’t actually know who their shareholders are so can’t ask them to. The Share Register merely says ‘AJ Bell Nominee #3’ or similar. They can ask their registrar to pay to get a one-off list from each platform (but only name and address), unless they are an OEIC or similar. So it’s only paper shareholders on share registers.”

The non-profit added: “The voting functionality is primitive, limited and completely uninformative. No synopsis of contentious issues, no analysis, no detail on directors or resolutions, just a link to the company’s home page. How not to engage a shareholder with interest. It would not be hard to make it actually useful.”

ShareSoc added that digitisation may go some way to addressing the problem, and its chair, Heather Benjamin, sits on the taskforce working on it.

Nick Britton, research director at the AIC, said: “The best platforms not only make it easy to vote but educate their customers about why it’s important. Others provide the option but don’t make it easy or intuitive. It’s been good to see positive progress, with more platforms working to take the hassle out of voting, but there’s clearly more work to do.

“One missing piece of the puzzle is that there’s still no legal obligation for a nominee, such as a platform, to pass on voting rights and information to underlying shareholders. We were pleased to see the government has committed to implementing the recommendations of the Digitisation Taskforce, which would achieve this, but we’re disappointed this hasn’t been higher up the government’s agenda.”

Separate AIC analysis of 245 investment trust AGMs across the sector found average voting turnout of 35% where self-directed private investors held more than a quarter of the shares, against 52% where they held less.

Burnet also questioned Saba’s proposal to offer shareholders a full cash exit at or near NAV if its nominees are elected. He argued the trust did not have sufficient legal reserves to fund such an exit and that Saba had not explained who would meet the costs.

During the financial year to 31 May 2026, the trust’s share price returned 44.5% and its net asset value 31%, ahead of the 29.8% total return of its benchmark, the S&P 500.

He also wrote to Scottish Secretary Douglas Alexander and Economic Secretary Lucy Rigby, calling on the government to take action. He argued that investment trusts are being targeted in ways that “existing rules were not designed to handle”.

Scottish Financial News first reported questions over whether existing company law is equipped to deal with repeated activist campaigns against investment trusts, after speaking to University of Edinburgh senior law lecturer Dr Jonathan Hardman.

However, FCA executive director of markets Simon Walls told SFN at a press conference at the regulator’s annual public meeting that it has to be “careful” over the reforms, saying: “We really don’t want to step anywhere on shareholder rights.” Walls said voting rights are set by company law, which is overseen by the Department for Business and Trade, rather than by the FCA.

Saba founder Boaz Weinstein claimed to have generated more than £600m for shareholders across the investment trusts it has targeted.