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BARINGS GLOBAL SHORT DURATION
HIGH YIELD FUND
Notice of Virtual Annual Meeting ofShareholders and Proxy Statement
TIMEThursday, August 6, 2020
At 12:00 p.m.
Due to concerns regarding the coronavirus (COVID-19) pandemic,the Meeting will be held in a virtual meeting format only.
Detailed information about each proposal is contained in theenclosed materials. Whether or not you plan to attend themeeting, your vote is important. Voting is quick and easy. Pleaseeither: (i) date, fill in, and sign the enclosed proxy card and mailin the enclosed return envelope which requires no postage ifmailed in the United States or (ii) vote on the internet byfollowing the instructions in the notice and proxy card.
BARINGS GLOBAL SHORT DURATION HIGH YIELD FUNDCharlotte, North Carolina
Dear Shareholder:
The enclosed proxy materials relate to the 2020 Annual Meeting of Shareholders(the “Meeting”) of Barings Global Short Duration High Yield Fund (“BGH” or the“Fund”) which will be held by remote electronic means at 12:00 p.m., EasternTime, on Thursday, August 6, 2020. Because of our concerns regarding thecoronavirus (COVID-19) pandemic, the Meeting will be held in a virtual meetingformat only. Shareholders will not be able to attend the Meeting in person, but willbe able to listen to the Meeting and cast their votes by accessing a web link.
A Notice and a Proxy Statement regarding the Meeting, a proxy card for your voteat the Meeting, and a postage prepaid envelope in which to return your proxy cardare enclosed.
Whether or not you plan to virtually attend the Meeting, we earnestly request youvote your shares by returning the enclosed proxy card or by voting on theinternet. We ask you vote promptly in order to avoid the additional expense offurther solicitation. If you later wish to revoke your proxy, you may vote yourshares at the virtual Meeting.
At the Meeting, shareholders will be asked to elect two Trustees. The Board ofTrustees recommends that shareholders elect the nominated Trustees.
I look forward to your attendance at this Meeting because it will provide us with anopportunity to inform you about the progress of the Fund.
Sincerely,
Rodney J. DillmanChairman
BARINGS GLOBAL SHORT DURATION HIGH YIELD FUND
300 South Tryon Street, Suite 2500Charlotte, North Carolina 28202
Notice of Annual Meeting of Shareholders
To the Shareholders ofBarings Global Short Duration High Yield Fund:
The Annual Meeting of Shareholders (the “Meeting”) of Barings Global ShortDuration High Yield Fund (“BGH” or the “Fund”) will be held by remote electronicmeans on Thursday, August 6, 2020, at 12:00 p.m., Eastern Time, for the followingpurpose:
PROPOSAL 1: to elect Thomas W. Okel and Cynthia R. Plouché asTrustees of the Fund.
Shareholders may also be asked to transact such other business as may properlycome before the Meeting or any adjournment thereof.
The Board recommends that you vote “FOR” Proposal 1.
Holders of record of the shares of beneficial interest of the Fund at the close ofbusiness on June 4, 2020 are entitled to vote at the Meeting or any adjournmentthereof.
Detailed information about Proposal 1 is contained in the enclosed materials.
Your vote is important. Voting is quick and easy. Attendance at the annual meetingwill be limited to each Fund’s shareholders as of the Record Date. To participate inthe virtual Meeting, please register at https://viewproxy.com/barings/broadridgevsm (the “Meeting website”).
If your shares in a Fund are registered in your name, you may attend and participatein the meeting by registering by 5:00 p.m. (Eastern Time) on August 3, 2020 priorto the meeting and entering the control number found in the shaded box on yourproxy card. Upon registration, you will receive a password to utilize on the date ofthe meeting. You may vote during the Meeting by following the instructions thatwill be available on the Meeting website during the Meeting.
Beneficial owners holding their shares in the name of a brokerage firm, bank,nominee or other institution (“street name”) who wish to attend and/or vote at theMeeting must obtain a legal proxy from their brokerage firm, bank nominee andshould complete the registration process by 5:00 p.m. (Eastern Time) on August 3,2020 prior to the Meeting to ensure that all documentation and verifications are inorder. Once a legal proxy is obtained, you can then register to attend the Meetingusing the assigned control number, after registration you will receive a confirmationemail with the information to attend and vote at the Meeting.
We encourage you to carefully review the enclosed materials, which explain thisproposal in more detail. As a shareholder, your vote is important, and we hope thatyou will respond today to ensure that your shares will be represented at theMeeting. You may vote in any of the following ways:
1. Internet: Have your proxy card available. Vote on the internet byaccessing the website address on your proxy card. Enter your controlnumber from your proxy card. Follow the instructions found on thewebsite; or
2. Mail: Sign and return your proxy card in the enclosed postage-paidenvelope.
Every vote counts.
By order of theBoards of Trustees,
Janice M. BishopSecretary and Chief Legal Officer
Charlotte, North CarolinaJune 18, 2020
Please vote your proxy on the internet or complete, date, and sign the proxy card for the sharesheld by you and return the proxy card in the envelope provided so that your vote can berecorded. It is important that you vote your proxy promptly, regardless of the size of yourholdings, so that a quorum may be assured.
BARINGS GLOBAL SHORT DURATION HIGH YIELD FUND
Proxy Statement
This Proxy Statement is furnished in connection with the solicitation of proxies bythe Board of Trustees of Barings Global Short Duration High Yield Fund (“BGH” orthe “Fund”) for use at the Annual Meeting of its Shareholders (the “AnnualMeeting” or “Meeting”), to be held by remote electronic means by Barings LLC(“Barings”), on Thursday, August 6, 2020, at 12:00 p.m., (Eastern Time) to considerand vote on the proposal, as more fully described in this proxy statement. Becauseof our concerns regarding the COVID-19 pandemic, the Meeting will be held in avirtual meeting format only.
This Proxy Statement and the accompanying letter to shareholders from theChairman of the Board of Trustees, Notice of Annual Meeting of Shareholders, andproxy card are being mailed on or about June 18, 2020, to shareholders of recordon June 4, 2020, the “record date.” The Fund’s principal business office isc/o Barings, 300 South Tryon Street, Suite 2500, Charlotte, North Carolina 28202.
Holders of the shares of beneficial interest of the Fund (“shares”) of record at theclose of business on June 4, 2020 will be entitled to one vote per share on allbusiness of the Meeting and any adjournments thereof. There were 20,057,849shares of BGH outstanding on the record date.
The Fund has engaged Broadridge to provide shareholder meeting services,including tabulation and tracking. Should you have any questions about this theproposal to be voted on or the virtual Meeting, please contact the Fund orBroadridge by calling (toll-free) 1-866-399-1516.
Important Notice regarding the availability of Proxy Materials for the AnnualMeeting to be held on Thursday, August 6, 2020. The Proxy Statement isavailable on https://www.proxyvote.com or on the Fund’s website underDocuments at https://www.barings.com/bgh.
1
PROPOSAL 1
ELECTION OF TRUSTEES
The Board of Trustees (the “Board”), which oversees the Fund, provides broadsupervision over the affairs of the Fund. Those Trustees who are not “interestedpersons” (as defined in the Investment Company Act of 1940, as amended (the“1940 Act”)) of the Fund or of Barings are referred to as “Independent Trustees”throughout this Proxy Statement. Barings is responsible for the investmentmanagement of the Fund’s assets and for providing a variety of other administrativeservices to the Fund. The officers of the Fund are responsible for its operations.
Under the provisions of the Fund’s Declaration of Trust, the Trustees are dividedinto three classes, each having a term of three years. The Board is currentlycomprised of six Trustees, five of whom are Independent Trustees, with termsexpiring in 2020, 2021 and 2022. The terms of Thomas W. Okel and Cynthia R.Plouché expire this year. The Fund’s Nominating and Governance Committeenominated Mr. Okel and Ms. Plouché as Independent Trustees for re-election to theBoard for three-year terms. Mr. Okel and Ms. Plouché have been nominated forre-election as Trustees for the class whose term will expire at the 2023 annualmeeting of shareholders (or special meeting in lieu thereof) to hold office until theirsuccessors are duly elected and qualified and each has agreed to serve as a Trusteeof the Fund if elected. The Board recommends that you vote in favor of theirelection.
Information Concerning Trustees, Nominees for Trustee and Officers
Set forth below after the name of each nominee for Trustee and for each Trusteewhose term will continue after this Meeting, is his or her present office with theFund, age, term of office and length of such term served, principal occupationduring the past five years, certain of the Trustee’s other directorships, and certainother information required to be disclosed in this Proxy Statement. Also, set forthbelow is a list of the Fund’s officers (“Officers”) along with his or her position withthe Fund, term of office and length of such term served, and principal occupationor employment for the past five years.
For purposes of the following Trustee tables, the term “Fund Complex” includesthe Fund, Barings Corporate Investors, Barings Participation Investors, BaringsFunds Trust and Barings BDC, Inc.
2
Nam
e(A
ge),
Addr
ess
Posi
tion(
s)W
ithth
eFu
nd
Offic
eTe
rman
dLe
ngth
ofTim
eSe
rved
Prin
cipa
lOcc
upat
ions
Durin
gPa
st5
Year
s
Port
folio
sOv
erse
enin
Fund
Com
plex
Othe
rDire
ctor
ship
sHe
ldby
Dire
ctor
Tho
mas
M.F
inke
(56)
300
Sou
thT
ryon
Stre
etSu
ite
2500
Ch
arlo
tte,
NC
2820
2
Tru
stee
Ter
mex
pire
s20
22;T
rust
eesi
nce
2012
Ch
airm
anan
dC
hie
fExe
cuti
veO
ffic
er(s
ince
2008
),M
embe
rof
the
Boa
rdof
Man
ager
s(s
ince
2006
),P
resi
den
t(2
007-
2008
),M
anag
ing
Dir
ecto
r(2
002-
2008
),Ba
rin
gs;
and
Ch
ief
Inve
stm
ent
Off
icer
and
Exe
cuti
veV
ice
Pre
side
nt
(200
8-20
11),
Mas
sach
use
tts
Mu
tual
Lif
eIn
sura
nce
Com
pan
y.
9T
rust
ee(s
ince
2013
),B
arin
gsF
un
dsT
rust
(ope
n-e
nd
inve
stm
ent
com
pan
yad
vise
dby
Bar
ings
);D
irec
tor
(sin
ce20
18),
Bari
ngs
BDC
,In
c.(a
busi
nes
sde
velo
pmen
tcom
pan
yad
vise
dby
Bar
ings
);C
hai
rman
(201
2-20
15),
Dir
ecto
r(s
ince
2008
),B
arin
gs(U
.K.)
Lim
ited
(in
vest
men
tad
viso
ryfi
rm);
Dir
ecto
r(s
ince
2008
),B
arin
gsG
uer
nse
yL
imit
ed(h
oldi
ng
com
pan
y);
Vic
eC
hai
rman
and
Man
ager
(sin
ce20
11),
MM
Ass
etM
anag
emen
tH
oldi
ng
LL
C(h
oldi
ng
com
pan
y);
Dir
ecto
r(s
ince
2004
),Je
ffer
ies
Fin
ance
LL
C(f
inan
ceco
mpa
ny)
;M
anag
er(s
ince
2005
),L
oan
Stra
tegi
esM
anag
emen
t,L
LC
(gen
eral
part
ner
ofan
inve
stm
ent
fun
d);
Man
ager
(sin
ce20
05),
Jeff
erie
sF
inan
ceC
PF
un
din
gL
LC
(in
vest
men
tco
mpa
ny)
;C
hai
rman
and
Dir
ecto
r(2
012-
2015
),Ba
rin
gsG
loba
lA
dvis
ers
Lim
ited
(in
vest
men
tad
viso
ryfi
rm);
Man
ager
(201
1-20
16),
Woo
dC
reek
Cap
ital
Man
agem
ent,
LL
C(i
nve
stm
ent
advi
sory
firm
);C
hai
rman
and
Man
ager
(200
7-20
16),
Bar
ings
Rea
lE
stat
eA
dvis
ers
LL
C(r
eale
stat
ead
viso
ryfi
rm);
and
Man
ager
(200
7-20
15),
Cre
dit
Stra
tegi
esM
anag
emen
tL
LC
(gen
eral
part
ner
ofan
inve
stm
ent
fun
d).
INTE
REST
EDTR
USTE
E
3
Nam
e(A
ge),
Addr
ess
Posi
tion(
s)W
ithth
eFu
nd
Offic
eTe
rman
dLe
ngth
ofTim
eSe
rved
Prin
cipa
lOcc
upat
ions
Durin
gPa
st5
Year
s
Port
folio
sOv
erse
enin
Fund
Com
plex
Othe
rDire
ctor
ship
sHe
ldby
Dire
ctor
Rod
ney
J.D
illm
an(6
7)
300
Sou
thT
ryon
Stre
etSu
ite
2500
Ch
arlo
tte,
NC
2820
2
Tru
stee
,C
hai
rman
Ter
mex
pire
s20
21;T
rust
eesi
nce
2012
Ret
ired
(sin
ce20
12);
Dep
uty
Gen
eral
Cou
nse
l(2
011-
2012
),Se
nio
rV
ice
Pre
side
nt
(200
8-20
12),
Vic
eP
resi
den
t(2
000-
2008
),M
assa
chu
sett
sM
utu
alL
ife
Insu
ran
ceC
ompa
ny;
Mem
ber
ofth
eBo
ard
ofD
irec
tors
and
Pre
side
nt
(200
8-20
11),
Mas
sMu
tual
Inte
rnat
ion
alL
LC
;an
dG
ener
alC
oun
sel
(200
6-20
08),
Bab
son
Cap
ital
Man
agem
ent
LL
C(c
urr
entl
ykn
own
asBa
rin
gs).
8T
rust
ee(s
ince
2013
),B
arin
gsF
un
dsT
rust
(ope
n-e
nd
inve
stm
ent
com
pan
yad
vise
dby
Bar
ings
);an
dD
irec
tor
(201
6-20
17),
Soci
alR
eali
ty,
Inc.
(dig
ital
plat
form
tech
nol
ogy
and
man
agem
ent
soft
war
eco
mpa
ny
for
inte
rnet
adve
rtis
ing)
.
Ber
nard
A.H
arri
sJr.
(64)
300
Sou
thT
ryon
Stre
etSu
ite
2500
Ch
arlo
tte,
NC
2820
2
Tru
stee
Ter
mex
pire
s20
22;T
rust
eesi
nce
2012
Ch
ief
Exe
cuti
veO
ffic
er(s
ince
2018
),N
atio
nal
Mat
han
dSc
ien
ceIn
itia
tive
;C
hie
fE
xecu
tive
Off
icer
and
Man
agin
gP
artn
er(s
ince
2002
),V
esal
ius
Ven
ture
s,In
c.;
Dir
ecto
ran
dP
resi
den
t(s
ince
1998
),T
he
Spac
eA
gen
cy;
Pre
side
nt
(sin
ce19
99),
Th
eH
arri
sF
oun
dati
on;
and
Cli
nic
alSc
ien
tist
,F
ligh
tSu
rgeo
nan
dA
stro
nau
t(1
986-
1996
),N
ASA
.
8T
rust
ee(s
ince
2013
),B
arin
gsF
un
dsT
rust
(ope
n-e
nd
inve
stm
ent
com
pan
yad
vise
dby
Bar
ings
);D
irec
tor
(sin
ce20
16),
Sali
ent
ML
P&
En
ergy
Infr
astr
uct
ure
Fu
nd
(mu
tual
fun
d);
Dir
ecto
r(s
ince
2009
),M
oneb
oT
ech
nol
ogie
sIn
c.(m
edic
alte
chn
olog
yde
sign
com
pan
y);
Dir
ecto
r(s
ince
2009
),T
he
En
dow
men
tF
un
d;D
irec
tor
(sin
ce20
08),
U.S
.P
hys
ical
Th
erap
y,In
c.(N
YSE
:USP
H);
Tru
stee
(201
5-20
17)
For
war
dF
un
ds(o
pen
-en
din
vest
men
tco
mpa
ny)
;an
dT
rust
ee(2
011-
2015
),Sa
lien
tM
idst
ream
&M
LP
Fu
nd
(clo
sed-
end
inve
stm
ent
com
pan
y).
INDE
PEND
ENT
TRUS
TEES
4
Nam
e(A
ge),
Addr
ess
Posi
tion(
s)W
ithth
eFu
nd
Offic
eTe
rman
dLe
ngth
ofTim
eSe
rved
Prin
cipa
lOcc
upat
ions
Durin
gPa
st5
Year
s
Port
folio
sOv
erse
enin
Fund
Com
plex
Othe
rDire
ctor
ship
sHe
ldby
Dire
ctor
Tho
mas
W.O
kel(
57)
300
Sou
thT
ryon
Stre
etSu
ite
2500
Ch
arlo
tte,
NC
2820
2
Tru
stee
/N
omin
eeT
erm
expi
res
2020
;Tru
stee
sin
ce20
12
Exe
cuti
veD
irec
tor
(201
1-20
19),
Cat
awba
Lan
dsC
onse
rvan
cy;
and
Glo
bal
Hea
dof
Syn
dica
ted
Cap
ital
Mar
kets
(199
8-20
10),
Ban
kof
Am
eric
aM
erri
llL
ynch
.
9T
rust
ee(s
ince
2013
),B
arin
gsF
un
dsT
rust
(ope
n-e
nd
inve
stm
ent
com
pan
yad
vise
dby
Bar
ings
);D
irec
tor
(sin
ce20
18),
Bar
ings
BD
C,
Inc.
(bu
sin
ess
deve
lopm
ent
com
pan
yad
vise
dby
Bar
ings
);an
dT
rust
ee(s
ince
2015
),H
oriz
onF
un
ds(m
utu
alfu
nd
com
plex
).
Cyn
thia
R.P
louc
hé(6
3)
300
Sou
thT
ryon
Stre
etSu
ite
2500
Ch
arlo
tte,
NC
2820
2
Tru
stee
/N
omin
eeT
erm
expi
res
2020
;Tru
stee
sin
ce20
17
Ass
esso
r(2
014-
2018
),M
orai
ne
Tow
nsh
ip(p
rope
rty
asse
ssm
ent)
;an
dSe
nio
rP
ortf
olio
Man
ager
(200
6-20
12),
Wil
liam
sC
apit
alM
anag
emen
t,L
LC
(ass
etm
anag
emen
t).
8T
rust
ee(s
ince
2017
),B
arin
gsF
un
dsT
rust
(ope
n-e
nd
inve
stm
ent
com
pan
yad
vise
dby
Bar
ings
);T
rust
ee(s
ince
2014
),N
orth
ern
Tru
stF
un
ds(m
utu
alfu
nd
com
plex
);an
dT
rust
ee(2
001-
2017
),A
XA
VIP
Tru
st(m
utu
alfu
nd
com
plex
).
Mar
tin
A.S
umic
hras
t(53
)
300
Sou
thT
ryon
Stre
etSu
ite
2500
Ch
arlo
tte,
NC
2820
2
Tru
stee
Ter
mex
pire
s20
21;T
rust
eesi
nce
2012
Ch
airm
anan
dC
o-C
hie
fE
xecu
tive
Off
icer
(sin
ce20
16),
Dir
ecto
r(s
ince
2015
)cb
dMD
,In
c.,
(NY
SE:
YC
BD
;a
con
sum
erst
aple
sco
mpa
ny
spec
iali
zin
gin
CB
D);
and
Man
agin
gD
irec
tor
(sin
ce20
12),
Was
hin
gton
Cap
ital
,LL
C(f
amil
yof
fice
).
8T
rust
ee(s
ince
2013
),B
arin
gsF
un
dsT
rust
(ope
n-e
nd
inve
stm
ent
com
pan
yad
vise
dby
Bar
ings
);an
dC
hai
rman
and
Dir
ecto
r(2
014-
2017
),K
ure
Cor
p.(r
etai
l).
INDE
PEND
ENT
TRUS
TEES
5
Nam
e(A
ge),
Addr
ess
Posi
tion(
s)W
ithth
eFu
nd
Offic
eTe
rm*
and
Leng
thof
Time
Serv
edPr
inci
palO
ccup
atio
ns(s
)Dur
ing
Past
5Ye
ars
Sean
Feel
ey(5
3)
300
Sou
thT
ryon
Stre
etSu
ite
2500
Ch
arlo
tte,
NC
2820
2
Pre
side
nt
Sin
ce20
17V
ice
Pre
side
nt(
2012
-201
7)of
the
Fu
nd;
Man
agin
gD
irec
tor
(sin
ce20
03),
Bari
ngs
;Vic
eP
resi
den
t(s
ince
2011
),B
arin
gsC
orpo
rate
Inve
stor
san
dB
arin
gsP
arti
cipa
tion
Inve
stor
s(c
lose
d-en
din
vest
men
tco
mpa
nie
sad
vise
dby
Bari
ngs
);an
dV
ice
Pre
side
nt
(sin
ce20
11),
CI
Subs
idia
ryT
rust
and
PI
Subs
idia
ryT
rust
.
Car
lene
Pollo
ck(5
3)
300
Sou
thT
ryon
Stre
etSu
ite
2500
Ch
arlo
tte,
NC
2820
2
Ch
ief
Fin
anci
alO
ffic
erSi
nce
2016
Ass
ista
nt
Tre
asu
rer
(201
5-20
16)
ofth
eF
un
d;D
irec
tor
(sin
ce20
15),
Bar
ings
;C
hie
fF
inan
cial
Off
icer
(sin
ce20
16),
Ass
ista
nt
Tre
asu
rer
(201
5-20
16),
Bar
ings
Fu
nds
Tru
st(o
pen
-en
din
vest
men
tco
mpa
ny
advi
sed
byB
arin
gs);
Dir
ecto
r(2
013-
2015
),C
orru
mC
apit
alM
anag
emen
t(i
nve
stm
ent
advi
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7
The following provides an overview of the considerations that led the Board toconclude that each individual serving as a Trustee or nominee for Trustee of theFund should so serve. The current members of the Board have joined the Board atdifferent points in time since 2012. Generally, no one factor was decisive in theoriginal selection of an individual to join the Board. Among the attributes commonto all Trustees is their ability to review critically, evaluate, question and discussinformation provided to them, to interact effectively with the Fund’s investmentadviser, counsel and independent auditors, and to exercise effective businessjudgment in the performance of their duties as Trustees. In recommending theelection or appointment of the current Board members as Trustees, the Nominatingand Governance Committee generally considered (i) the educational, business andprofessional experience of each individual; (ii) the individual’s record of service asa director or trustee of public or private organizations; and (iii) how the individual’sskills, experience and attributes would contribute to an appropriate mix of relevantskills and experience on the Board. The Nominating and Governance Committeealso considered that during their service as members of the Board, the Trustees havedemonstrated a high level of diligence and commitment to the interests of theFund’s shareholders and the ability to work effectively and collegially with othermembers of the Board.
The following summarizes each Trustee’s or nominee for Trustee’s professionalexperience and additional considerations that contributed to the Board’s conclusionthat each individual should serve on the Board.
Rodney J. Dillman – Mr. Dillman brings over 15 years of experience in investmentmanagement, global business development, global political and economic riskmanagement, international acquisitions, global operations and financial reporting.He currently serves as Trustee of Baring Funds Trust, an open-end investmentcompany advised by Barings. Previously, Mr. Dillman served as President ofMassMutual International LLC, an international life insurance, health, annuities andpension company, and General Counsel of Babson Capital Management LLC(currently known as Barings). Prior to joining Babson Capital Management LLC, hewas a Partner at Day Pitney LLP, a law firm. He has served as a director to manyinsurance, public and private companies, including Social Reality, Inc., YingdaTaihe Life Insurance Co., MassMutual Life Insurance Company, MassMutualMercuries Life Insurance Company, MassMutual Asia Limited, The MassMutualTrust Company and Jefferies Finance LLC. He is the author of The Lease Manual: APractical Guide to Negotiating Office, Rental and Industrial Leases. He holds a Bachelor ofScience in Education from Kent State University, a Masters of Arts in Economicsfrom Kent State University Graduate School of Management and a Juris Doctor fromDuke University School of Law.
Thomas M. Finke – Mr. Finke brings over 30 years of executive and boardexperience in the banking and investment management industries. He currentlyserves as Chairman and Chief Executive Officer of Barings. Previously, he served asPresident of Barings, Executive Vice President and Chief Investment Officer ofMassachusetts Mutual Life Insurance Company, Co-Founder and President of First
8
Union Institutional Debt Management and Vice President at Bear, Stearns & Co.Mr. Finke currently serves as Trustee of Barings Funds Trust, an open-endinvestment company advised by Barings, Director of Barings (U.K.) Limited andDirector of Barings BDC, Inc., a business development company advised by Barings.Mr. Finke also serves as a Member of the Board of Directors of the StructuredFinance Industry Syndications and Trading Association. He formerly served asChairman and Director of Barings Global Advisers Limited, Chairman and Managerof Barings Real Estate Advisers LLC, Manager of Wood Creek Capital Management,LLC and as a founding member of the Board of Directors of the Loan Syndicates andTrading Association. He holds a Bachelor of Science from the University ofVirginia’s McIntire School of Commerce and a Masters in Business Administrationfrom Duke University’s Fuqua School of Business.
Bernard A. Harris, Jr. – Dr. Harris brings substantial executive, board andoperations experience to the Fund. He currently serves as Chief Executive Officerand Director of the National Math and Science Initiative, a non-profit organizationfocused on increasing student opportunities and achievement and teachingeffectiveness in STEM education, President of The Harris Foundation/Institute andChief Executive Officer and Managing Partner of Vesalius Ventures, Inc., a venturecapital firm investing in early and mid-stage healthcare technologies and companies.He previously served as a Clinical Scientist, Flight Surgeon and Astronaut for NASA.Dr. Harris currently serves as director or trustee of several registered investmentcompanies and other public and private organizations, including Barings FundsTrust & Fund, the Endowment Fund, Salient Midstream & MLP Fund, Salient MFTrust, Forward Funds, Monebo Technologies Inc. and U.S. Physical Therapy, Inc.In addition, he is on the Board of the National Academy of Medicine, the TexasMedical Center, CHI St. Luke’s Health – Texas Division, National Math and ScienceInitiative, and the Harris Institute & Foundation. He earned a Bachelor of Sciencein Biology from the University of Houston, a Master of Medical Science from theUniversity of Texas Medical Branch at Galveston, a Master of BusinessAdministration (MBA) from the University of Houston and a Doctorate of Medicinefrom Texas Tech University School of Medicine. He completed a Residency inInternal Medicine at the Mayo Clinic, a National Research Council Fellowship inEndocrinology at the NASA Ames Research Center and trained as a Flight Surgeonat the Aerospace School of Medicine, Brooks Air Force Base. Dr. Harris is therecipient of numerous awards, including honorary doctorates from Stony BrookUniversity (SUNY), Morehouse School of Medicine, New Jersey Institute ofTechnology (NJIT), Washington & Jefferson College, Worcester PolytechnicInstitute, University of Hartford and Indiana Institute of Technology, NASA SpaceFlight Medal, NASA Award of Merit, a fellow of the American College of Physicians,and was the recipient of the 2000 Horatio Alger Award.
Thomas W. Okel – Mr. Okel brings over 20 years of experience in the underwriting,structuring, distribution and trading of debt used for corporate acquisitions,leveraged buyouts, recapitalizations and refinancings. He previously served asExecutive Director of Catawba Lands Conservancy, a non-profit land trust. Prior to
9
joining Catawba Lands Conservancy, he served as Global Head of SyndicatedCapital Markets at Bank of America Merrill Lynch, where he managed capitalmarkets, sales, trading and research for the United States, Europe, Asia and LatinAmerica. He currently serves as trustee or director of several public companies andnon-profit organizations, including as Trustee of Barings Funds Trust, an open-endinvestment company advised by Barings, Director of Barings BDC, Inc., a businessdevelopment company advised by Barings, and Trustee of the Horizon Funds, amutual fund complex. He previously served as Trustee of Davidson College andDirector of CrossRoads Corporation for Affordable Housing and CommunityDevelopment, Inc. Mr. Okel holds a Bachelor of Arts in Economics from DavidsonCollege and a Masters of Management, Finance, Accounting and Marketing fromthe J.L. Kellog Graduate School of Management at Northwestern University.
Cynthia R. Plouché – Ms. Plouché brings over 32 years of experience in financialservices, asset management, the function, governance and oversight of mutual fundboards, and operations of fund advisers and service providers. She currently servesas Trustee of Barings Funds Trust, an open-end investment company advised byBarings, and Northern Trust Funds, a mutual fund complex. She previously servedas an Assessor for Moraine Township (IL), a Senior Portfolio Manager for WilliamsCapital Management, LLC, Chief Investment Officer and Managing Director ofBlaylock-Abacus Asset Management and a Portfolio Manager for Equitable CapitalManagement Corporation. She formerly served as a Trustee and member of theAudit Committee of AXA VIP Trust, a mutual fund complex. Ms. Plouché holds aBachelor of Arts in Psychology and Social Relations from Harvard University and aMasters in Business Administration from the Wharton School at the University ofPennsylvania.
Martin A. Sumichrast – Mr. Sumichrast brings over 25 years of experience ininvesting and providing business advisory services to corporations in the UnitedStates, Europe and Asia. He currently serves as Chairman, Co-Chief ExecutiveOfficer and Director of CbdMD, Inc., a NYSE: American traded public company,and Managing Director of Washington Capital, LLC, a family owned office entity.He previously served as Managing Partner and Principal of Stone Street Partners,LLC, a Charlotte-based merchant banking operation, and co-founded and served asChairman and Chief Executive Officer of Global Capital Partners, Inc., a diversifiedfinancial services holding company that had offices in the United States and Europe.He serves as Trustee of Barings Funds Trust, an open-end investment companyadvised by Barings, and previously served as a Director of Kure Corp., Social Reality,Inc., and Jadeveon Clowney Help-In-Time Foundation. He is co-author ofOpportunities in Finance Careers and The Complete Book of Homebuying. Mr. Sumichrastholds a Bachelor of Science from the University of Maryland.
10
Share Ownership of Trustees
As of May 31, 2020, the Trustees and Officers of the Fund individually beneficiallyowned less than one percent (1%) of the outstanding shares and as a groupbeneficially owned 0.42% of the outstanding shares. This information is based oninformation furnished by each Trustee and Officer. Beneficial ownership has beendetermined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Actof 1934, as amended (the “Exchange Act”). Also, as of May 31, 2020, Barings, theinvestment adviser to the Fund, beneficially owned 0.05% of the outstanding sharesand Baring International Investment Limited, the sub-adviser to the Fund (the“Sub-Adviser”), beneficially owned 0.00% of the outstanding shares.
The table below sets forth information regarding the beneficial ownership* of theFund’s shares held by each Trustee based on the market value of such shares as ofMay 31, 2020. Several Trustees also own shares of other Funds in theFund Complex, such as in Barings Funds Trust and Barings BDC, Inc; which arealso disclosed below.
Dollar Ranges of Shares Owned by Trustees
Name of Nominee/Trustee
Dollar Range of Sharesin Fund
Doller Range of Shares in FundComplex
R. Dillman $10,001-$50,000 $10,001-$50,000T. Finke Over $100,000 Over $100,000B. Harris None $10,001-$50,000T. Okel $10,001-$50,000 $50,001-$100,000C. Plouché None $10,001-$50,000M. Sumichrast None None
* Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) under the Exchange Act.
Required Vote
If a quorum is present at the Meeting, the two nominees for election as Trusteeswho receive votes of a majority of the Fund’s outstanding voting securities (as thatterm is defined by the Investment Company Act of 1940) will be elected as Trustees.
THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT THESHAREHOLDERS OF THE FUND VOTE TO ELECT EACH OF THE NOMINEES AS TRUSTEE OF THE FUND.
Board Leadership Structure
The Board is currently comprised of six Trustees, five of whom are IndependentTrustees. As discussed below, all of the standing committees of the Board, to whichthe Board has delegated certain authority and oversight responsibilities, arecomprised exclusively of Independent Trustees.
Mr. Dillman, who is not an “interested person” of the Fund, as defined inSection 2(a)(19) of the 1940 Act, serves as Chairman of the Board and Mr. Feeley,who is an “interested person” of the Fund, serves as President. Mr. Dillman presides
11
at meetings of the Board and acts as a liaison with service providers, Officers, andother Trustees generally between meetings, and performs such other functions asmay be requested by the Board from time to time. The Board reviews its leadershipstructure periodically and believes that the leadership structure is appropriate toenable the Board to exercise its oversight of the Fund. The Board also believes thatits structure, including the active role of the other Independent Trustees, facilitatesan efficient flow of information concerning the management of the Fund to theIndependent Trustees.
The Board provides oversight of the services provided by Barings, including riskmanagement activities. In addition, each committee provides oversight of Barings’risk activities with respect to the particular activities within the committee’spurview. In the course of providing oversight, the Board and relevant committeesreceive a wide range of reports on the Fund’s activities, including the Fund’sinvestment portfolio, the compliance of the Fund with applicable laws, and theFund’s financial accounting and reporting. The Board and Audit Committee meetregularly with the Fund’s Chief Compliance Officer regarding the compliance of theFund with federal securities laws and the Fund’s internal compliance policies andprocedures. In addition, both the Audit Committee and the full Board regularlyreview information concerning risks specific to the Fund and Barings, includingpresentations by various Officers of the Fund, investment personnel for the Fund,Barings, the Sub-Adviser, the independent auditors for the Fund and counsel to theFund.
Information Concerning Committees and Meetings of the Board of Trustees
The Board has an Audit Committee and a Nominating and Governance Committee.
The Audit Committee is comprised exclusively of Trustees who are not “interestedpersons” of the Fund, as defined in Section 2(a)(19) of the 1940 Act, and operatespursuant to a written Audit Committee Charter, which is available on the Fund’swebsite at https://www.barings.com/assets/user/media/Babson_(BGH)_Audit_Committee_Charter1.pdf. A print copy of the Audit Committee Charter may also beobtained by calling, toll-free, 1-866-399-1516. The present members of the AuditCommittee are Dr. Bernard A. Harris, Jr. (Chairman), Rodney J. Dillman, ThomasW. Okel, Cynthia Plouché and Martin A. Sumichrast.
Each member of the Audit Committee qualifies as an “Independent Trustee” underthe current listing standards of the New York Stock Exchange and the rules of theU.S. Securities and Exchange Commission (“SEC”). In accordance with theapplicable SEC rules and upon due consideration of the qualifications of eachmember of the Audit Committee, the Board designated Dr. Harris, Mr. Okel andMr. Sumichrast as the Fund’s Audit Committee Financial Experts.
In accordance with the Audit Committee Charter, the Audit Committee isresponsible for oversight matters; financial statement and disclosure oversightmatters; matters related to the hiring, retention, and oversight of the Fund’sindependent accountants; certain accounting and audit related oversight matters;
12
and certain other matters as set forth in the Audit Committee Charter. During thetwelve months ended June 30, 2020, the Audit Committee held six meetings.
The Nominating and Governance Committee is currently comprised of Martin A.Sumichrast (Chairman), Rodney J. Dillman and Cynthia R. Plouché, all of whom areIndependent Trustees. A current copy of the Nominating and Governance CommitteeCharter can be found on the Fund’s website at https://www.barings.com/assets/user/media/Nominating-and-Governance-Committee-Charter-BGH.pdf. During thetwelve months ended June 30, 2020, the Nominating and Governance Committeeheld two meetings.
The Nominating and Governance Committee is responsible for identifying andnominating individuals to serve as Trustees who are not “interested persons” of theFund (“Independent Trustees”). The Nominating and Governance CommitteeCharter contemplates that all nominees for Independent Trustee will have a collegedegree or, in the judgment of the Committee, equivalent business experience. Inaddition, the Committee may take into account a wide variety of factors inconsidering Trustee candidates, giving such weight to any individual factor(s) as itdeems appropriate, including but not limited to: availability and commitment of acandidate to attend meetings and perform his or her responsibilities on the Board;relevant industry and related experience; educational background; depth andbreadth of financial expertise; and an assessment of the candidate’s ability,judgment, expertise, reputation, and integrity. In the case of a shareholderrecommended candidate, the Committee may also consider any other facts andcircumstances attendant to such shareholder submission as may be deemedappropriate by the Committee. Different factors may assume greater or lessersignificance at particular times, in light of the Board’s present composition and theCommittee’s (or the Board’s) perceptions about future issues and needs.
When the Board has or expects to have a vacancy for an Independent Trustee, theNominating and Governance Committee will consider candidates recommended bythe Fund’s current Trustees; the Fund’s shareholders; the Fund’s Officers; theFund’s investment adviser; the Fund’s sub-adviser; and any other source theCommittee deems to be appropriate. Shareholder recommendations to fill vacancieson the Board for Independent Trustees must also be submitted in accordance withthe provisions of the Fund’s Bylaws. Among other requirements, the Bylaws providethat the recommending shareholder must submit any recommendation in writingto the Fund, to the attention of the Fund’s Secretary, at the address of the principaland executive offices of the Fund. Any recommendation must include certainbiographical and other information regarding the candidate and the recommendingshareholder, and must include a written and signed consent of the candidate to benamed as a nominee and to serve as a Trustee if elected. Shareholderrecommendations to fill vacancies on the Board for Independent Trustees must alsobe submitted in accordance with the provisions of the Nominating and GovernanceCommittee Charter, which requires that shareholder recommendations be timelyreceived and contain biographical and other necessary information regarding thecandidate that would be required for the Fund to meet its disclosure obligations
13
under the proxy rules. The Nominating and Governance Committee will evaluatenominee candidates properly submitted by shareholders in the same manner as itevaluates candidates recommended by other sources. The Nomination andCompensation Committee has full discretion to reject nominees recommended byshareholders, and there is no assurance that any such person properlyrecommended and considered by the Committee will be nominated for election tothe Board of a Trust.
The Nominating and Governance Committee also considers, evaluates and makesrecommendations to the Board with respect to the structure, membership andfunction of the Board and the Committees thereof, including the compensation ofthe Trustees. In addition, the Committee also annually reviews the independenceof the Independent Trustees’ counsel.
During the twelve months ended June 30, 2020, the Board of Trustees held fiveregular meetings (one of which was held by means of a telephone conference call).During the twelve months ended June 30, 2020, each Trustee attended at least 75%of the Board and applicable committee meetings noted for the Fund.
Transactions with and Remuneration of Officers and Trustees
Pursuant to the Investment Management Agreement between the Fund and Barings(the “Contract”), Barings paid the compensation and expenses of the Fund’sOfficers and of all Trustees who were officers or employees of Barings.
The Trustees also serve as trustees of Barings Funds Trust. The followingcompensation represents the aggregate compensation payable by both the Fund andBarings Funds Trust. Trustees who are not officers or employees of Barings receivean annual retainer of $40,000. The Chairman of the Board receives an additionalretainer in the amount of $12,000 and the Chairman of the Audit Committeereceives an additional retainer in the amount of $8,000. Trustees who are notofficers or employees of Barings also receive a fee of $8,000 for each meeting of theBoard which they attend ($4,000 for each meeting conducted by telephoneconference call). Members of the Audit Committee and the Nominating andGovernance Committee receive an additional fee of $2,000 per meeting attended,including meetings conducted by telephone conference call. During thetwelve months ended June 30, 2020, the aggregate direct remuneration to theseTrustees and reimbursement of their out-of-pockets expenses paid by the Fund wasapproximately $91,246.
14
The following table discloses the compensation paid to the Fund’s Trustees (notincluding reimbursement for out-of-pocket expenses) for the twelve months endedJune 30, 2020. The Fund, Barings Corporate Investors, Barings ParticipationInvestors, Barings Funds Trust and Barings BDC, Inc. are collectively referred to inthe table below as the “Fund Complex.” The Trustees do not receive pension orretirement benefits.
Name of Trustee
AggregateCompensationfrom the Fund
TotalCompensationfrom Fund Complex
Rodney J. Dillman $19,688 $ 88,312*Thomas M. Finke None** None**Bernard A. Harris, Jr. 17,868 80,132*Thomas W. Okel 16,413 210,000*Cynthia R. Plouché 17,506 78,494*Martin A. Sumichrast 17,506*** 78,494*Total $88,981 $535,432
* Total compensation reflects compensation paid to each Trustee by the Fund and Barings Funds Trust. Mr. Okel alsoserves as director for Barings BDC, Inc, a business development company advised by Barings that has elected to betreated as an investment company and is therefore in the Fund Complex.
** No compensation is paid by the Fund or Barings Funds Trust to Trustees who are “interested persons” of the Fund orBarings Funds Trust.
*** Mr. Sumichrast was inadvertently compensated for attending the May Board meeting, which he did not attend. Suchcompensation will be adjusted in his compensation for the August Board meeting.
AUDIT COMMITTEE REPORT
The Audit Committee oversees the Fund’s financial reporting process on behalf ofthe Fund’s Board of Trustees and operates under a written Charter adopted by theFund’s Board of Trustees. The Audit Committee meets with the Fund’s management(“Management”) and independent registered public accountants and reports theresults of its activities to the Fund’s Board of Trustees. Management has the primaryresponsibility for the financial statements and the reporting process including thesystem of internal controls. In connection with the Audit Committee’s andindependent registered accountant’s responsibilities, Management advised that theFund’s financial statements were prepared in conformity with generally acceptedaccounting principles. Accordingly, the Audit Committee has:
◾ Reviewed and discussed the audited financial statements for the fiscalyear ended December 31, 2019 with Management and Deloitte &Touche LLP (“Deloitte”), the Fund’s independent registered publicaccountants;
◾ Discussed with Deloitte those matters required to be discussed byPublic Company Accounting Oversight Board Auditing Standard 16(Communications with Audit Committees); and
◾ Received the written disclosure and the letter from Deloitte requiredby the Public Company Accounting Oversight Board Rule 3526(Communications with Audit Committee Concerning Independence)and has discussed with Deloitte its independence.
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The Audit Committee has reviewed the aggregate fees billed for professionalservices rendered by Deloitte for 2018 and 2019 for the Fund and for the non-auditservices provided to Barings, and Barings’ parent, Massachusetts Mutual LifeInsurance Company (“MassMutual”), for 2018 and 2019. As part of this review, theAudit Committee considered whether the provision of such non-audit services wascompatible with maintaining the principal accountant’s independence.
In reliance on the reviews and discussions referred to above, the Fund’s AuditCommittee presents this Report to the Board of Trustees and recommends that theBoard of Trustees (1) include the December 31, 2019 audited financial statementsin the Annual Report to shareholders for the period then ended and (2) file suchAnnual Report with the Securities and Exchange Commission and the New YorkStock Exchange.
The Fund’s Audit Committee appointed Deloitte as the Fund’s independentregistered public accountants for the fiscal year ending December 31, 2020 and, inconnection therewith, Deloitte will prepare all of the Fund’s tax returns for the fiscalyear ending December 31, 2020.
SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF TRUSTEES
Dr. Bernard A. Harris, Jr., Audit Committee ChairRodney Dillman, Audit Committee MemberThomas W. Okel, Audit Committee MemberCynthia Plouché, Audit Committee MemberMartin A. Sumichrast, Audit Committee Member
May 5, 2020
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THE FUND’S INDEPENDENT AUDITORS
Deloitte audited the financial statements of the Fund for the fiscal year endedDecember 31, 2019. Deloitte’s audit report contained no qualifications ormodifications. A Deloitte representative will be available for the Meeting. Thisrepresentative will have the opportunity to make a statement if he or she desires todo so and will be available to respond to appropriate questions from shareholders.
FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTANTSFees Paid to Independent Registered Public Accounts
DeloitteYear EndedDecember 31, 2019
DeloitteYear EndedDecember 31, 2018
Audit Fees $ 72,750 $ 74,300Audit-Related Fees 0 0Tax Fees 12,445 11,965All Other Fees 0 0Total Fees $ 85,195 $ 86,265
Non-Audit Fees Billed to Barings and MassMutualDeloitteYear EndedDecember 31, 2019
DeloitteYear EndedDecember 31, 2018
Audit-Related Fees $ 4,647,960 $ 4,369,092Tax Fees 5,116,076 3,610,611All Other Fees 4,159,086 9,135,754Total Fees $ 13,923,122 $ 17,115,457
The category “Audit-Related Fees” reflects fees billed by Deloitte for variousnon-audit and non-tax services rendered to the Fund, Barings and MassMutual,such as a SOC-1 review, consulting and agreed upon procedures reports.Preparation of Federal, state and local income tax and tax compliance work arerepresentative of the fees reported in the “Tax Fees” category. The category “AllOther Fees” represents fees billed by Deloitte for consulting rendered to the Fund,Barings and MassMutual. The Sarbanes-Oxley Act of 2002 and its implementingregulations allow the Audit Committee to establish a pre-approval policy for certainservices rendered by the Fund’s independent accountants. During 2019, the AuditCommittee approved all of the services rendered to the Fund by Deloitte and didnot rely on a pre-approval policy for any such services.
The 2018 fees billed represent final 2018 amounts, which may differ from thepreliminary figures available as of the publication date of the Fund’s 2019 ProxyStatement and includes, among other things, fees for services that may not havebeen billed as of the publication date of the Fund’s 2019 Proxy Statement, but arenow properly included in the 2018 fees billed to the Fund, Barings and MassMutual.
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OTHER BUSINESS
The Board knows of no business to be brought before the Meeting other than as setforth above. If, however, any other matters properly come before the Meeting, it isthe intention of the persons named in the enclosed proxy card to vote proxies onsuch matters in accordance with their best judgment.
INFORMATION ABOUT VOTING PROXIES AND THE MEETING
Manner of Voting Proxies
Shareholders are entitled to one vote, on each matter on which the shareholder isentitled to vote, for each share of the Fund that such shareholder owns at the closeof business on June 4, 2020. Each fractional share is entitled to a proportionatefractional vote.
All properly executed and unrevoked proxies received in time for the Meeting willbe voted in accordance with the instructions contained therein. If a shareholderexecutes a proxy but gives no instructions, the shares that are represented by suchproxy will be voted “FOR” a proposal and “FOR” or “AGAINST” any other businessthat may properly arise at the Meeting, in the proxy’ discretion.
Revocation of Proxies
Any person giving a proxy has the power to revoke it by mail or in person at anytime prior to its exercise at the Meeting by executing a superseding proxy or bysubmitting a written notice of revocation to the Fund. To be effective, suchrevocation must be received prior to the Meeting and must indicate theshareholder’s name and account number.
Quorum
At the Meeting, the presence, in person or by proxy, of shareholders entitled to castthirty percent (30%) of the votes shall be a quorum for the transaction of business.All proxies received, including proxies that reflect (i) broker non-votes (i.e., sharesheld in “street name” for which the broker or nominee (a) has not receivedinstructions from the beneficial owners or other persons entitled to vote or (b) doesnot have discretionary voting authority on a particular matter), (ii) abstentions or(iii) the withholding of authority to vote on a particular matter, will be counted asshares that are present on a particular matter for purposes of determining thepresence of a quorum. With respect to Proposal 1, abstentions and brokernon-votes, if any, will have the effect of a vote against the proposal.
Required Vote
Provided a quorum is present at the Meeting, the Trustee Nominees who receivevotes of a majority of the Fund’s outstanding voting securities (as that term isdefined by the Investment Company Act of 1940) shall be elected.
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Adjournment
If sufficient votes in favor of the proposal(s) set forth in the Notice of AnnualMeeting of Shareholders are not received by the time scheduled for the Meeting orif the quorum required for a proposal has not been met, the persons named asproxies may propose adjournments of the Meeting with respect to such proposal(s)for periods of not more than 120 days to permit further solicitation of proxies. Anyadjournment will require the affirmative vote of a majority of the votes cast on theproposal in person or by proxy at the session of the Meeting to be adjourned. Thepersons named as proxies will vote in favor of adjournment those proxies that theyare entitled to vote in favor of the proposal. They will vote against any suchadjournment those proxies required to be voted against the proposal. The Fund willpay the costs of any additional solicitation and of any adjourned session. Anyproposals for which sufficient affirmative votes have been received by the time ofthe Meeting may be acted upon and considered final regardless of whether theMeeting is adjourned to permit additional solicitation with respect to any otherproposal.
Instructions for Voting Proxies
The giving of a proxy will not affect a shareholder’s right to vote in person shouldthe shareholder decide to attend the Meeting. To vote by mail, please mark, sign,date and return the enclosed proxy card following the instructions printed on thecard. Please refer to the proxy card for instructions for voting on the internet.
INVESTMENT ADVISER
Barings, as investment adviser, provides investment management and certainadministrative services to the Fund pursuant to an Investment ManagementAgreement. Barings (including its wholly-owned subsidiaries) currently has over$327 billion in assets under management and provides investment managementservices to registered investment companies, unregistered investment companiesand institutional investors (such as insurance companies, pension plans,endowments and foundations).
Pursuant to a Sub-Advisory Agreement between Barings and Baring InternationalInvestment Limited (the “Sub-Adviser”), the Sub-Adviser provides certaininvestment management services to the Fund.
Barings is the indirect owner of 100% of the voting shares of the Sub-Adviser. MMAsset Management Holding LLC is the direct owner of 100% of the voting shares ofBarings. MassMutual Holding LLC owns all of the voting shares of MM AssetManagement Holding LLC. MassMutual owns all of the voting shares ofMassMutual Holding LLC. MassMutual, MassMutual Holding LLC and MM AssetManagement Holding LLC are located at 1295 State Street, Springfield,Massachusetts 01111. Barings’ principal office is located at 300 South Tryon Street,Suite 2500, Charlotte, NC 28202. The Sub-Adviser is located at 20 Old Bailey,London, United Kingdom EC4M 78F.
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CERTAIN ADMINISTRATIVE SERVICES
U.S. Bancorp Fund Services, LLC acts as the Fund’s administrator (the“Administrator”) pursuant to a Master Services Agreement. The Administrator andits affiliates provide certain administrative services to the Fund, including, but notlimited to, clerical and various other services required for the Fund’s operations,calculating the Fund’s daily net asset value and other financial data, preparingreports required by the securities, investment, tax or other laws and regulations,monitoring the Fund’s expense accruals and generally assisting in the Fund’soperations. The Administrator’s principal office address is 615 E. Michigan Street,3rd Floor, Milwaukee, Wisconsin 53202.
Barings indirectly provides certain administrative services to the Fund including,but not limited to, accounting services, meeting facilities, legal support, reportpreparation and other services. Barings’ principal office address is 300 South TryonStreet, Suite 2500, Charlotte, NC 28202.
BENEFICIAL OWNERS
As of May 31, 2020, based on the Fund’s review of filings made pursuant toSection 13 of the Exchange Act, to the Fund’s knowledge, the followingshareholder(s) beneficially owned more than 5% of the Fund’s outstanding shares:
Name and Addressof Shareholder
Number of SharesBeneficially Owned
PercentageOwned
First Trust Portfolios L.P.First Trust Advisors L.P.The Charger Corporation120 East Liberty DriveSuite 400Wheaton, Illinois 60187 2,824,349* 14.08%
* As stated in Schedule 13G filed with the SEC on February 10, 2020.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Fund’s Trustees and certain Officers, investment advisers, sub-advisers, certainaffiliated persons of the investment adviser or sub-adviser, and persons who ownmore than 10% of any class of outstanding securities of the Fund are required to fileforms reporting their affiliation with the Fund and reports of ownership andchanges in ownership of the Fund’s securities with the SEC and the New York StockExchange. These persons and entities are required by SEC regulation to furnish theFund with copies of all such forms they file. Based solely on a review of these formsfurnished to the Fund as well as certain internal documents, the Fund believes thatits Trustees and relevant Officers, Barings, the Sub-Adviser and its relevant affiliatedpersons have all complied with applicable filing requirements during thetwelve months ended May 31, 2020.
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PROPOSALS BY SHAREHOLDERS AND COMMUNICATIONS WITH THE BOARD OF TRUSTEES
Any shareholder intending to present a proposal at the Annual Meeting to be heldin 2021 who wishes to have such proposal included in the Fund’s proxy material forthat meeting, should forward his or her written proposal to the Fund, Attention:Secretary. Proposals of shareholders that are intended to be included in the Fund’sproxy statement and presented at the 2021 Annual Meeting of Shareholders mustbe received on or before February 18, 2021. A shareholder who wishes to make aproposal at the 2021 Annual Meeting of Shareholders without including theproposal in the Fund’s proxy statement must ensure that the proposal is received bythe Secretary of the Fund in good order and in compliance with all applicable legalrequirements and requirements set forth in the Fund’s By-Laws and Declaration ofTrust between January 19, 2021 and February 18, 2021.
Pursuant to procedures approved by the Fund’s Board, including a majority of theTrustees who are not “interested persons” as defined in Section 2(a)(19) of the 1940Act, shareholders may mail written communications to the Board by writing theFund’s Chief Financial Officer, c/o Barings LLC, 300 South Tryon Street, Suite 2500,Charlotte, NC 28202. When writing to the Board, shareholders should identifythemselves, the fact that the communication is directed to the Board, and anyrelevant information regarding their Fund holdings.
ADDITIONAL INFORMATION
Proxies will be solicited by mail and may be solicited in person or by telephone,electronically, or facsimile by Officers of the Fund. The expenses connected withthe solicitation of these proxies and with any further proxies which may be solicitedby the Fund’s Officers in person, by telephone, or by facsimile will be borne by theFund. The Fund has engaged Broadridge to provide shareholder meeting services,including tabulation and tracking. It is anticipated that the cost of these services willbe approximately $20,000 and may increase in the event any vote is contested orincreased solicitation efforts are required. The Fund will reimburse banks, brokers,and other persons holding the Fund’s shares registered in their names or in thenames of their nominees, for their expenses incurred in sending proxy material toand obtaining proxies from the beneficial owners of such shares, whichreimbursement will not be submitted to a vote of the Fund’s shareholders.
The Fund will arrange for at least one Trustee to attend its 2020 Annual Meeting;will encourage all of its Trustees to attend its Annual Meetings; and will endeavorto arrange its Annual Meetings on the same date as a Board meeting to facilitateTrustee attendance.
Only one copy of the Proxy Statement may be mailed to each household, even ifmore than one person in the household is a Fund shareholder of record. If ashareholder needs an additional copy of this Proxy Statement, please contact theFund at 1-866-399-1516. Shareholders may also access a copy of the ProxyStatement online at https://www.proxyvote.com or on the Fund’s website underDocuments at https://www.barings.com/bgh. If any shareholder does not want the
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mailing of his or her Proxy Statement to be combined with those for other membersof the shareholder’s household, please contact the Fund at 1-866-399-1516 orcontact your financial intermediary.
The Annual Report of the Fund for its fiscal year ended December 31, 2019,including financial statements, a schedule of the Fund’s investments as of such dateand other data, was mailed on or about March 1, 2020, to all shareholders of record.The Fund’s most recent Annual Report is available on the Fund’s website at
https://www.barings.com/assets/user/media/2018-Annual-Report%E2%80%93Barings-Global-Short-Duration-High-Yield-Fund.pdf.
Shareholders may also request a copy of the Annual Report and the most recentsemi-annual report, which will be furnished without charge, by calling (toll-free)the Fund at 1-866-399-1516.
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