Barings Global Short Duration High Yield Fund DEF 14A Definitive proxy

Barings Global Short Duration High Yield Fund (BGH) DEF 14ADefinitive proxy

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the registrant ☒ Filed by a party other than the registrant ☐

Check the appropriate box:


☐		Preliminary proxy statement

☐		Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)).

☒		Definitive proxy statement.

☐		Definitive additional materials.

☐		Soliciting material under Rule 14a-12.

BARINGS GLOBAL SHORT DURATION HIGH YIELD FUND

(Name of Registrant as Specified in Its Charter)

Payment of filing fee (check the appropriate box):



☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	1)	Title of each class of securities to which transaction applies:
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	4)	Proposed maximum aggregate value of transaction:
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☐	Fee paid previously with materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

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LOGO

BARINGS GLOBAL SHORT DURATION

HIGH YIELD FUND

Notice of Annual Meeting of Shareholders and Proxy Statement

TIME

Thursday, August 3, 2017

At 2:00 p.m.

PLACE

Barings LLC

550 South Tryon Street Suite 3300

Charlotte, NC 28202

Please date, fill in, and sign the enclosed proxy card and mail in the enclosed return envelope which requires no postage if mailed in the United States.

BARINGS GLOBAL SHORT DURATION HIGH YIELD FUND

Charlotte, North Carolina

Dear Shareholder:

The 2017 Annual Meeting of Shareholders (the “Meeting”) of Barings Global Short Duration High Yield Fund (“BGH” or the “Fund”) will be held at Barings LLC, 550 South Tryon Street, Suite 3300, Charlotte, North Carolina 28202, at 2:00 p.m., Eastern Time, on Thursday, August 3, 2017. A Notice and a Proxy Statement regarding the Meeting, a proxy card for your vote at the Meeting, and a postage prepaid envelope in which to return your proxy card are enclosed.

By promptly returning the enclosed proxy card you can help the Fund avoid the expense of sending follow-up letters to obtain a quorum.You are earnestly requested to vote your proxy in order that the necessary quorum may be represented at the Meeting. If you later find that you can be present in person, you may, if you wish, revoke your proxy then and vote your shares in person.

At the Meeting, shareholders of the Fund will be asked to elect one Trustee. The Board of Trustees recommends that shareholders elect the nominated Trustee.

I look forward to your attendance at this Meeting because it will provide us with an opportunity to inform you about the progress of the Fund.

Sincerely,

LOGO

Rodney J. Dillman

Chairman

BARINGS GLOBAL SHORT DURATION HIGH YIELD FUND

550 South Tryon Street, Suite 3300

Charlotte, North Carolina 28202

Notice of Annual Meeting of Shareholders

To the Shareholders of

Barings Global Short Duration High Yield Fund:

The Annual Meeting of Shareholders of Barings Global Short Duration High Yield Fund (“BGH” or the “Fund”) will be held at Barings LLC, 550 South Tryon Street, Suite 3300, Charlotte, North Carolina 28202, on Thursday, August 3, 2017, at 2:00 p.m., Eastern Time (the “Meeting”), for the following purposes:

(1)

to elect one Trustee, Thomas W. Okel, for a three-year term, or until his successor is duly elected and qualified; and

(2)

to transact such other business as may properly come before the Meeting or any adjournment thereof.

Holders of record of the shares of beneficial interest of the Fund at the close of business on May 26, 2017 are entitled to vote at the Meeting or any adjournment thereof. If you attend the Meeting, you may vote your shares in person. Whether or not you intend to attend the Meeting in person, you may vote by signing and returning your proxy card in the enclosed postage-paid envelope.

By order of the

Boards of Trustees,

LOGO

Janice M. Bishop

Secretary and Chief Legal Officer

Charlotte, North Carolina

June 23, 2017

Please complete, date, and sign the proxy card for the shares held by you and return the proxy card in the envelope provided so that your vote can be recorded. It is important that you vote your proxy promptly, regardless of the size of your holdings, 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 by the Board of Trustees of Barings Global Short Duration High Yield Fund (“BGH” or the “Fund”) for use at the Annual Meeting of its Shareholders (the “Annual Meeting” or “Meeting”), to be held at Barings LLC (“Barings”), 550 South Tryon Street, Suite 3300, Charlotte, North Carolina 28202, on Thursday, August 3, 2017, at 2:00 p.m., Eastern Time.

This Proxy Statement and the accompanying letter to shareholders from the Chairman of the Board of Trustees, Notice of Annual Meeting of Shareholders, and proxy card are being mailed on or about June 23, 2017, to shareholders of record on May 26, 2017, the “record date.” The Fund’s principal business office is c/o Barings, 550 South Tryon Street, Suite 3300, Charlotte, North Carolina 28202.

Holders of the shares of beneficial interest of the Fund (“shares”) of record at the close of business on May 26, 2017 will be entitled to one vote per share on all business of the Meeting and any adjournments thereof. There were 20,057,848 shares of BGH outstanding on the record date.

The Fund has engaged Broadridge Financial Solutions, Inc. (“Broadridge”) to provide shareholder meeting services, including tabulation and tracking. Should you have any questions about this Proxy Statement, please contact the Fund by calling (toll-free) 1-855-439-5459.

Important Notice regarding the availability of Proxy Materials for the Annual Meeting to be held on Thursday, August 3, 2017. The Proxy Statement is available on the Fund’s website at www.barings.com/bgh under Documents.

PROPOSAL 1

ELECTION OF TRUSTEES

The Board of Trustees (the “Board”), which oversees the Fund, provides broad supervision over the affairs of the Fund. Those Trustees who are not “interested persons” (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 investment management of the Fund’s assets and for providing a variety of other administrative services to the Fund. The officers of the Fund are responsible for its operations.

The Board is currently comprised of five Trustees with terms expiring in 2017, 2018 and 2019. The Fund’s Nominating and Governance Committee nominated Mr. Okel as an Independent Trustee to the Board for a three-year term. Mr. Okel has agreed, if elected, to serve his term, or until his successor is duly elected and qualified.

Information Concerning Trustees, Nominees for Trustee and Officers

Set forth below after the name of each nominee for Trustee and for each Trustee whose term will continue after this Meeting, is his present office with the Fund, age, term of office and length of such term served, principal occupation during the past five years, certain of the Trustee’s other directorships, and certain other information required to be disclosed in this Proxy Statement. Also, set forth below is a list of the Fund’s senior officers (“Officers”) along with his or her position with the Fund, term of office and length of such term served, and principal occupation or employment for the past five years.

For purposes of the following Trustee tables, the term “Fund Complex” includes the Fund, Barings Corporate Investors, Barings Participation Investors, Barings Funds Trust, MassMutual Premier Funds, MassMutual Select Funds, MML Series Investment Funds and MML Series Investment Funds II.

INTERESTED TRUSTEE


Name (Age), Address	Position(s) With the Fund	Office Term and Length of Time Served	Principal Occupations During Past 5 Years	Portfolios Overseen in Fund Complex	Other Directorships Held by Director

Thomas M. Finke (53) 550 South Tryon Street Suite 3300 Charlotte, NC 28202	Trustee	Term expires 2019; Trustee since 2013	Chairman and Chief Executive Officer (since 2008), Member of the Board of Managers (since 2006), President (2007-2008), Managing Director (2002-2008), Barings; Chief Investment Officer and Executive Vice President (2008-2011), Massachusetts Mutual Life Insurance Company.	9	Trustee (since 2013), Barings Funds Trust (open-end investment company advised by Barings); Chairman (2012-2015), Director (since 2008), Barings (U.K.) Limited (investment advisory firm); Director (since 2008), Barings Guernsey Limited (holding company); Vice Chairman and Manager (since 2011), MM Asset Management Holding LLC (holding company); Director (since 2004), Jefferies Finance LLC (finance company); Manager (since 2005), Loan Strategies Management, LLC (general partner of an investment fund); Manager (since 2005), Jefferies Finance CP Funding LLC (investment company); Chairman and Director (2012-2015), Barings Global Advisers Limited (investment advisory firm); Manager (2011-2016), Wood Creek Capital Management, LLC (investment advisory firm); Chairman and Manager (2007-2016), Barings Real Estate Advisers LLC (real estate advisory firm); Manager (2007-2015), Credit Strategies Management LLC (general partner of an investment fund); Manager (2004-2012), Class C Member LLC (equity holding company).

INDEPENDENT TRUSTEES


Name (Age), Address	Position(s) With the Fund	Office Term and Length of Time Served	Principal Occupations During Past 5 Years	Portfolios Overseen in Fund Complex	Other Directorships Held by Director

Rodney J. Dillman (64) 550 South Tryon Street Suite 3300 Charlotte, NC 28202	Trustee, Chairman	Term expires 2018; Trustee since 2012	Retired (since 2012); Deputy General Counsel (2011-2012), Senior Vice President (2008-2012), Vice President (2000-2008), Massachusetts Mutual Life Insurance Company; Member of the Board of Directors and President (2008-2011), MassMutual International LLC; General Counsel (2006-2008), Babson Capital Management LLC (currently known as Barings).	9	Trustee (since 2013), Barings Funds Trust (open-end investment company advised by Barings); Director (2016-2017), Social Reality, Inc. (digital platform technology and management software company for internet advertising).

Bernard A. Harris Jr. (61) 550 South Tryon Street Suite 3300 Charlotte, NC 28202	Trustee	Term expires 2019; Trustee since 2012	Chief Executive Officer and Managing Partner (since 2002), Vesalius Ventures, Inc.; Director and President (since 1998), The Space Agency; President (since 1999), The Harris Foundation; Clinical Scientist, Flight Surgeon and Astronaut (1986-1996), NASA.	9	Trustee (since 2013), Barings Funds Trust (open-end investment company advised by Barings); Director (since 2016), AIMIS, Inc. (American Institute of Minimally Invasive Surgery, an educator of advanced surgical techniques for women’s health specialists); Trustee (since 2011), Salient Midstream & MLP Fund and Salient MLP & Energy Infrastructure Fund; Trustee (since 2010), Salient Alternative Strategies Fund; Director (since 2009), Monebo Technologies Inc. (medical technology design company); Director (since 2009), The Endowment Fund (TEF); Director (since 2005), US Physical Therapy (USPH); Director (since 2012), E-Cardio, Inc. (provides services for cardiac monitoring).

INDEPENDENT TRUSTEES


Name (Age), Address	Position(s) With the Fund	Office Term and Length of Time Served	Principal Occupations During Past 5 Years	Portfolios Overseen in Fund Complex	Other Directorships Held by Director

Thomas W. Okel (54) 550 South Tryon Street Suite 3300 Charlotte, NC 28202	Trustee / Nominee	Term expires 2017; Trustee since 2012	Executive Director (since 2011), Catawba Lands Conservancy; Global Head of Syndicated Capital Markets (1998-2010), Bank of America Merrill Lynch.	9	Trustee (since 2013), Barings Funds Trust (open-end investment company advised by Barings); Trustee (since 2015), Horizon Funds (mutual fund complex).

Martin A. Sumichrast (50) 550 South Tryon Street Suite 3300 Charlotte, NC 28202	Trustee	Term expires 2018; Trustee since 2012	Vice Chairman, Managing Partner and Principal (since 2013), Stone Street Partners, LLC (merchant banking); Managing Director (2012- 2013), Washington Capital, LLC (family office); Managing Director (2002-2012), Lomond International, Inc. (business advisory firm).	9	Trustee (since 2013), Barings Funds Trust (open-end investment company advised by Barings); Chairman and Director (since 2014), Kure Corp. (retail); Director (since 2014), Jadeveon Clowney Help-In-Time Foundation; Director (since 2015), Social Reality, Inc. (digital platform technology and management software company for internet advertising); Chief Executive Officer (since 2016), Director (since 2015), Level Brands (retail/e-commerce beauty investment/management company).

OFFICERS OF THE FUND


Name (Age), Address	Position(s) With the Fund	Office Term* and Length of Time Served	Principal Occupations(s) During Past 5 Years

Sean Feeley (50) 550 South Tryon Street Suite 3300 Charlotte, NC 28202	President	Since 2017	Vice President (2012-2017) of the Fund; Managing Director (since 2003), Barings; Vice President (since 2011), Barings Corporate Investors and Barings Participation Investors (closed-end investment companies advised by Barings); Vice President (since 2011), CI Subsidiary Trust and PI Subsidiary Trust.

Carlene Pollock (50) 550 South Tryon Street Suite 3300 Charlotte, NC 28202	Chief Financial Officer	Since 2016	Assistant Treasurer (2015-2016) of the Fund; Director (since 2015), Barings; Director (2013-2015), Corrum Capital Management (investment adviser); Vice President (2008-2013), Bank of New York Mellon (third party administrator); Chief Financial Officer (since 2016), Assistant Treasurer (2015-2016), Barings Funds Trust (open-end investment company advised by Barings).

Lesley Mastandrea (40) 550 South Tryon Street Suite 3300 Charlotte, NC 28202	Treasurer	Since 2016	Managing Director (since 2014), Director (2007-2014), Associate Director (2006-2007), Barings; Treasurer (since 2016), Barings Funds Trust (open-end investment company advised by Barings).

*	Officers hold their position with the Fund until a successor has been duly elected and qualified. Officers are generally elected annually by the Board. The officers were last elected on July 18, 2016.

OFFICERS OF THE FUND


Name (Age), Address	Position(s) With the Fund	Office Term* and Length of Time Served	Principal Occupations(s) During Past 5 Years

Michael Freno (42) 550 South Tryon Street Suite 3300 Charlotte, NC 28202	Vice President	Since 2012	Head of Fixed Income Group (since 2017), Managing Director (since 2010), Member of High Yield Investment Committee (since 2010), Director (2007-2009), Associate Director (2005-2006), Barings.

Scott Roth (47) 550 South Tryon Street Suite 3300 Charlotte, NC 28202	Vice President	Since 2012	Managing Director (since 2010), High Yield Team Leader (since 2010), Director (2002-2010), Barings.

Melissa M. LaGrant (43) 550 South Tryon Street Suite 3300 Charlotte, NC 28202	Chief Compliance Officer	Since 2012	Managing Director (since 2005), Barings; Chief Compliance Officer (since 2013), Barings Funds Trust (open-end investment company advised by Barings); Chief Compliance Officer (since 2013), Barings Finance LLC; Chief Compliance Officer (since 2006), Barings Corporate Investors and Barings Participation Investors (closed-end investment companies advised by Barings).

Janice M. Bishop (52) 550 South Tryon Street Suite 3300 Charlotte, NC 28202	Vice President, Secretary and Chief Legal Officer	Since 2012	Senior Counsel and Managing Director (since 2014), Counsel (2007-2014), Barings; Vice President, Secretary and Chief Legal Officer (since 2015), Associate Secretary (2008-2015), Barings Corporate Investors and Barings Participation Investors (closed-end investment companies advised by Barings); Vice President, Secretary and Chief Legal Officer (since 2013), Barings Funds Trust (open-end investment company advised by Barings); Vice President and Secretary (since 2015), Assistant Secretary (2008-2015), CI Subsidiary Trust and PI Subsidiary Trust.

*	Officers hold their position with the Fund until a successor has been duly elected and qualified. Officers are generally elected annually by the Board. The officers were last elected on July 18, 2016.

OFFICERS OF THE FUND

*	Officers hold their position with the Fund until a successor has been duly elected and qualified. Officers are generally elected annually by the Board. The officers were last elected on July 18, 2016.

The following provides an overview of the considerations that led the Board to conclude that each individual serving as a Trustee or nominee for Trustee of the Fund should so serve. The current members of the Board have joined the Board at different points in time since 2012. Generally, no one factor was decisive in the original selection of an individual to join the Board. Among the attributes common to all Trustees is their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the Fund’s investment adviser, counsel and independent auditors, and to exercise effective business judgment in the performance of their duties as Trustees. In recommending the election or appointment of the current Board members as Trustees, the Nominating and Governance Committee generally considered (i) the educational, business and professional experience of each individual; (ii) the individual’s record of service as a director or trustee of public or private organizations; and (iii) how the individual’s skills, experience and attributes would contribute to an appropriate mix of relevant skills and experience on the Board. The Nominating and Governance Committee also considered that during their service as members of the Board, the Trustees have demonstrated a high level of diligence and commitment to the interests of the Fund’s shareholders and the ability to work effectively and collegially with other members of the Board.

The following summarizes each Trustee’s or nominee for Trustee’s professional experience and additional considerations that contributed to the Board’s conclusion that each individual should serve on the Board.

Rodney J. Dillman – Mr. Dillman brings over 14 years of experience in investment management, global business development, global political and economic risk management, international acquisitions, global operations and financial reporting. He currently serves as Trustee of Baring Funds Trust, an open-end investment company advised by Barings. Previously, Mr. Dillman served as President of MassMutual International LLC, an international life insurance, health, annuities and pension company, and General Counsel of Babson Capital Management LLC (currently known as Barings). Prior to joining Babson Capital Management LLC, he was a Partner at Day Pitney LLP, a law firm. He has served as a director to many insurance, public and private companies, including Social Reality, Inc., Yingda Taihe Life Insurance Co., MassMutual Life Insurance Company, MassMutual Mercuries Life Insurance Company, MassMutual Asia Limited, The MassMutual Trust Company and Jefferies Finance LLC. He is the author ofThe Lease Manual: A Practical Guide to Negotiating Office, Rental and Industrial Leases. He holds a Bachelor of Science in Education from Kent State University, a Masters of Arts in Economics from Kent State University Graduate School of Management and a Juris Doctor from Duke University School of Law.

Thomas M. Finke– Mr. Finke brings over 28 years of executive and board experience in the banking and investment management industries. He currently

serves as Chairman and Chief Executive Officer of Barings. Previously, he served as President of Barings, Executive Vice President and Chief Investment Officer of Massachusetts Mutual Life Insurance Company, Co-Founder and President of First Union Institutional Debt Management and Vice President at Bear, Stearns & Co. Mr. Finke currently serves as Trustee of Barings Funds Trust, an open-end investment company advised by Barings, and Director of Barings (U.K.) Limited. Mr. Finke also serves as a Member of the Board of Directors of the Structured Finance Industry Syndications and Trading Association. He formerly served as Chairman and Director of Barings Global Advisers Limited, Chairman and Manager of 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 and Trading Association. He holds a Bachelor of Science from the University of Virginia’s McIntire School of Commerce and a Masters in Business Administration from Duke University’s Fuqua School of Business.

Bernard A. Harris, Jr.– Dr. Harris brings substantial executive, board and operations experience to the Fund. He currently serves as Chief Executive Officer and Managing Partner of Vesalius Ventures, Inc., a venture capital firm investing in early and mid-stage healthcare technologies and companies, President of The Space Agency and President of The Harris Foundation. Previously, he served as a Clinical Scientist, Flight Surgeon and Astronaut for NASA. Dr. Harris currently serves as director or trustee of several public and private companies, including Barings Funds Trust, an open-end investment company advised by Barings, AIMIS, Inc., the Endowment Fund, the Salient Funds, Counselors to America’s Small Business, Sterling Bancshares, Monebo Technologies, RMD Networks, Inc., Physical Therapy, Inc., Houston Angel Network and Constellation Services International. Dr. Harris holds several faculty appointments, including as an Associate Professor at the University of Texas Medical Branch and Baylor College of Medicine. He has authored and co-authored numerous articles in scientific publications. He holds a Bachelor of Science in Biology from the University of Houston, a Masters of Medical Science from the University of Texas Medical Branch at Galveston, a Masters of Business Administration from the University of Houston and a Doctorate of Medicine from the Texas Tech University School of Medicine. He is the recipient of several honorary doctorates from Stony Brook University, Moorehouse School of Medicine and the University of Hartford. Dr. Harris also has been the recipient of numerous awards, including the NASA Space Flight Medal, the NASA Award of Merit and 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 currently serves as Executive Director of Catawba Lands Conservancy, a non-profit land trust. Prior to joining Catawba Lands Conservancy, he served as Global Head of Syndicated Capital Markets at Bank of America Merrill Lynch, where he managed capital markets, sales, trading and research for the United States, Europe, Asia and

Latin America. He currently serves as trustee or director of several public companies and non-profit organizations, including as Trustee of Barings Funds Trust, an open-end investment company advised by Barings, Trustee of the Horizon Funds, a mutual fund complex, Trustee of Davidson College, and Director of CrossRoads Corporation for Affordable Housing and Community Development, Inc. Mr. Okel holds a Bachelor of Arts in Economics from Davidson College and a Masters of Management, Finance, Accounting and Marketing from J.L. Kellog Graduate School of Management, Northwestern University.

Martin A. Sumichrast – Mr. Sumichrast brings over 25 years of experience in investing and providing business advisory services to corporations in the United States, Europe and Asia. He currently serves as the Vice Chairman, Managing Partner and Principal of Stone Street Partners, LLC, a Charlotte-based merchant banking operation. He previously served as Managing Director of Washington Capital, LLC, a family owned office entity, and Managing Director of Lomond International, Inc., a private investment and business advisory firm. Prior to Lomond International, Inc., he co-founded and served as Chairman and Chief Executive Officer of Global Capital Partners, Inc., a diversified financial services holding company that has offices in the United States and Europe. He currently serves as Trustee of Barings Funds Trust, an open-end investment company advised by Barings, and as a Director of Kure Corp., Social Reality, Inc., Level Brands and Jadeveon Clowney Help-In-Time Foundation. He is co-author ofOpportunities in Finance Careers andThe Complete Book of Homebuying. Mr. Sumichrast holds a Bachelor of Science from the University of Maryland.

Share Ownership of Trustees and Officers

As of May 31, 2017, the Trustees and Officers of the Fund individually beneficially owned less than one percent (1%) of the outstanding shares and as a group beneficially owned 0.43% of the outstanding shares. This information is based on information furnished by each Trustee and Officer. Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Also, as of May 31, 2017, Barings, the investment adviser to the Fund, beneficially owned 0.03% of the outstanding shares and Barings Global Advisers 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 the Fund’s shares by each Trustee and the Officers beneficially owning shares based on the market value of such shares as of May 31, 2017.

Dollar Ranges of Shares Owned by Trustees and Officers


Name of Nominee/ Trustee/Officer		Dollar Range of Shares in Fund
R. Dillman		$50,001 - $100,000
T Finke		Over $100,000
B. Harris		$10,001 - $50,000
T. Okel		$50,001 - $100,000
M. Sumichrast		None
S. Feeley		Over $100,000
M. Freno		Over $100,000
S. Roth		$10,001 - $50,000

Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) under the Exchange Act.

THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF THE FUND VOTE TO ELECT THE NOMINEE AS TRUSTEE OF THE FUND.

Board Leadership Structure

The Board currently consists of five Trustees, four of whom are Independent Trustees. As discussed below, two of the standing committees of the Board, to which the Board has delegated certain authority and oversight responsibilities, are comprised exclusively of Independent Trustees.

Mr. Dillman, who is not an “interested person” of the Fund, as defined in Section 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 at meetings of the Board and acts as a liaison with service providers, officers, and other Trustees generally between meetings, and performs such other functions as may be requested by the Board from time to time. The Board reviews its leadership structure periodically and believes that the leadership structure is appropriate to enable the Board to exercise its oversight of the Fund. The Board also believes that its structure, including the active role of the other Independent Trustees, facilitates an efficient flow of information concerning the management of the Fund to the Independent Trustees.

The Board provides oversight of the services provided by Barings, including risk management activities. In addition, each committee provides oversight of Barings’ risk activities with respect to the particular activities within the committee’s purview. In the course of providing oversight, the Board and relevant committees receive a wide range of reports on the Fund’s activities, including the Fund’s investment portfolio, the compliance of the Fund with applicable laws, and the Fund’s financial accounting and reporting. The Board and Audit Committee meet periodically with the Fund’s Chief Compliance Officer regarding the compliance of the Fund with federal securities laws and the Fund’s internal compliance

policies and procedures. In addition, both the Audit Committee and the full Board regularly review information concerning risks specific to the Fund and Barings, including presentations by various officers of the Fund, investment personnel for the Fund, Barings, the Sub-Adviser, the independent auditors for the Fund and counsel to the Fund.

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 “interested persons” of the Fund, as defined in Section 2(a)(19) of the 1940 Act, and operates pursuant to a written Audit Committee Charter, which is available on the Fund’s website, www.barings.com/assets/user/media/Babson_(BGH)_Audit_Committee _Charter1.pdf. A print copy of the Audit Committee Charter may also be obtained by calling, toll-free, 1-855-439-5459. The present members of the Audit Committee are Bernard A. Harris, Jr. (Chairman), Thomas W. Okel and Martin A. Sumichrast. Each member of the Audit Committee qualifies as an “Independent Trustee” under the current listing standards of the New York Stock Exchange and the rules of the U.S. Securities and Exchange Commission (“SEC”). In accordance with the applicable SEC rules and upon due consideration of the qualifications of each member of the Audit Committee, the Board designated Dr. Harris, Mr. Okel and Mr. Sumichrast as the Fund’s Audit Committee Financial Experts.

In accordance with the Audit Committee Charter, the Audit Committee is responsible for: oversight matters; financial statement and disclosure oversight matters; matters related to the hiring, retention, and oversight of the Fund’s independent accountants; certain accounting and audit related oversight matters; and certain other matters as set forth in the Audit Committee Charter. During the twelve months ended June 30, 2017, the Audit Committee held six meetings.

The Nominating and Governance Committee is currently comprised of Martin A. Sumichrast (Chairman) and Rodney J. Dillman, both Independent Trustees. A current copy of the Nominating and Governance Committee Charter can be found on the Fund’s website, www.barings.com/assets/user/media/Nominating-and-Governance-Committee-Charter-BGH.pdf. During the twelve months ended June 30, 2017, the Nominating and Governance Committee held two meetings.

The Nominating and Governance Committee is responsible for identifying and nominating individuals to serve as Trustees who are not “interested persons” of the Fund (“Independent Trustees”). The Nominating and Governance Committee Charter contemplates that all nominees for Independent Trustees will have a college degree or, in the judgment of the Committee, equivalent business experience. In addition, the Committee may take into account a wide variety of factors in considering Trustee candidates, giving such weight to any individual

factor(s) as it deems appropriate, including but not limited to: availability and commitment of a candidate to attend meetings and perform his or her responsibilities on the Board; relevant industry and related experience; educational background; depth and breadth of financial expertise; and an assessment of the candidate’s ability, judgment, expertise, reputation, and integrity. In the case of a shareholder recommended candidate, the Committee may also consider any other facts and circumstances attendant to such shareholder submission as may be deemed appropriate by the Committee. Different factors may assume greater or lesser significance at particular times, in light of the Board’s present composition and the Committee’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, the Nominating and Governance Committee will consider candidates recommended by the Fund’s current Trustees; the Fund’s shareholders; the Fund’s officers; the Fund’s investment adviser; the Fund’s sub-adviser; and any other source the Committee deems to be appropriate. Shareholder recommendations to fill vacancies on the Board for Independent Trustees must be submitted in accordance with the provisions of the Nominating and Governance Committee Charter, which requires that shareholder recommendations be timely received, and contain biographical and other necessary information regarding the candidate that would be required for the Fund to meet its disclosure obligations under the proxy rules. The Nominating and Governance Committee will evaluate nominee candidates properly submitted by shareholders in the same manner as it evaluates candidates recommended by other sources.

The Nominating and Governance Committee also considers, evaluates and makes recommendations to the Board with respect to the structure, membership and function of the Board and the Committees thereof, including the compensation of the Trustees.

During the twelve months ended June 30, 2017, the Board of Trustees held five regular meetings (one of which was held by means of a telephone conference call). During the twelve months ended June 30, 2017, each Trustee attended at least 75% of the Board and applicable Committee meetings on which he served.

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’s officers and of all Trustees who were officers or employees of Barings.

The Trustees also serve as trustees of Barings Funds Trust. The following compensation represents the aggregate compensation payable by both the Fund and Barings Funds Trust. Prior to December 31, 2016, Trustees who were not

officers or employees of Barings received an annual retainer of $35,000. The Chairman of the Board received an additional retainer in the amount of $10,000 and the Chairman of the Audit Committee received an additional retainer in the amount of $6,000. Trustees who are not officers or employees of Barings also received a fee of $6,000 for each meeting of the Board which they attend ($3,000 for each meeting conducted by telephone conference call). Members of the Audit Committee and the Nominating and Governance Committee received an additional fee of $2,000 per meeting attended, including meetings conducted by telephone conference call. In October 2016 and January 2017, the Nominating and Governance Committee and the Board reviewed the Trustee compensation structure and unanimously voted to approve an increase to certain fees paid to the Trustees who are not officers or employees of Barings. Beginning January 1, 2017, Trustees who are not officers or employees of Barings receive an annual retainer of $40,000. The Chairman of the Board receives an additional retainer in the amount of $12,000 and the Chairman of the Audit Committee receives an additional retainer in the amount of $8,000. Trustees who are not officers or employees of Barings also receive a fee of $8,000 for each meeting of the Board which they attend ($4,000 for each meeting conducted by telephone conference call). Members of the Audit Committee and the Nominating and Governance Committee receive an additional fee of $2,000 per meeting attended, including meetings conducted by telephone conference call. During the twelve months ended June 30, 2017, the aggregate direct remuneration to these Trustees and reimbursement of their out-of-pockets expenses paid by the Fund was approximately $97,927.

The following table discloses the compensation paid to the Fund’s Trustees (not including reimbursement for out-of-pocket expenses) for the twelve months ended June 30, 2017. The Fund, Barings Corporate Investors, Barings Participation Investors, Barings Funds Trust, MassMutual Premier Funds, MML Series Investment Funds, MassMutual Select Funds, and MML Series Investment Funds II are collectively referred to in the table below as the “Fund Complex.” The Trustees do not receive pension or retirement benefits.


Name of Trustee	Aggregate Compensation from the Fund			Total Compensation from Fund Complex
Thomas W. Bunn⁺	$	9,149		$	34,500
Rodney J. Dillman		20,892			81,500	*
Thomas M. Finke		None	**		None	**
Bernard A. Harris, Jr.^{^}		22,991			89,500	*
Thomas W. Okel^{^}		21,199			82,500	*
Martin A. Sumichrast^{^}		22,198			86,500	*
Total	$	96,429		$	374,500

Mr. Bunn resigned as a Trustee of the Fund and Barings Funds Trust effective as of December 31, 2016.

Total compensation reflects compensation paid to each Trustee by the Fund and Barings Funds Trust. None of the Trustees serve as trustees for any other funds in the Fund Complex.

No compensation is paid by the Fund or Barings Funds Trust to Trustees who are “interested persons” of the Fund or Barings Funds Trust.

Compensation includes a 2015 committee meeting fee not paid during the twelve months ended June 30, 2016.

AUDIT COMMITTEE REPORT

The Audit Committee oversees the Fund’s financial reporting process on behalf of the Fund’s Board of Trustees and operates under a written Charter adopted by the Fund’s Board of Trustees. The Audit Committee meets with the Fund’s management (“Management”) and independent registered public accountants and reports the results of its activities to the Fund’s Board of Trustees. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. In connection with the Audit Committee’s and independent registered accountant’s responsibilities, Management advised that the Fund’s financial statements were prepared in conformity with generally accepted accounting principles.

Accordingly, the Audit Committee has:

∎

Reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2016 with Management and Deloitte & Touche LLP (“Deloitte”), the Fund’s independent registered public accountants;

∎

Discussed with Deloitte those matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard 61 (Communications with Audit Committees); and

∎

Received the written disclosure and the letter from Deloitte required by the Public Company Accounting Oversight Board Rule 3526 (Communications with Audit Committee Concerning Independence) and has discussed with Deloitte its independence.

The Audit Committee has reviewed the aggregate fees billed for professional services rendered by Deloitte for 2016 for the Fund and for the non-audit services provided to Barings and Barings’ parent, Massachusetts Mutual Life Insurance Company (“MassMutual”) for 2016 and 2015. As part of this review, the Audit Committee considered whether the provision of such non-audit services was compatible with maintaining the principal accountant’s independence. The Audit Committee also reviewed the aggregate fees billed for professional services rendered to the Fund for 2015 by KPMG LLP, the Fund’s independent accountant for 2015.

In reliance on the reviews and discussions referred to above, the Fund’s Audit Committee presents this Report to the Board of Trustees and recommends that the Board of Trustees (1) include the December 31, 2016 audited financial statements in the Annual Report to shareholders for the fiscal year ended December 31, 2016 and (2) file such Annual Report with the SEC and the New York Stock Exchange.

The Fund’s Audit Committee appointed Deloitte as the Fund’s independent registered public accountants for the fiscal year ending December 31, 2017, and, in connection therewith, Deloitte will prepare the Fund’s tax returns for the fiscal year ending December 31, 2017.

SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF TRUSTEES

Bernard A. Harris, Jr., Audit Committee Chair

Thomas W. Okel, Audit Committee Member

Martin A. Sumichrast, Audit Committee Member

February 16, 2017 and May 4, 2017

THE FUND’S INDEPENDENT AUDITORS

Deloitte audited the financial statements of the Fund for the fiscal year ended December 31, 2016. Deloitte’s audit report contained no qualifications or modifications. A Deloitte representative will be available for the Meeting. This representative will have the opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions from shareholders.

FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS


Fees Paid to Independent Registered Public Accounts
	Deloitte Year Ended December 31, 2016		KPMG LLP Year Ended December 31, 2015
Audit Fees	$	68,000	$	68,700
Audit-Related Fees		0		0
Tax Fees		11,500		12,600
All Other Fees		0		0
Total Fees	$	79,500	$	81,300

Non-Audit Fees Billed to Barings and MassMutual
	Deloitte Year Ended December 31, 2016		Deloitte Year Ended December 31, 2015
Audit-Related Fees	$	4,914,087	$	5,473,535
Tax Fees		2,950,324		1,963,391
All Other Fees		9,091,158		519,694
Total Fees	$	16,955,569	$	7,956,620

The category “Audit-Related Fees” reflects fees billed by Deloitte for various non-audit and non-tax services rendered to the Fund, Barings and MassMutual, such as SOC-1 review, consulting and agreed upon procedures reports. Preparation of Federal, state and local income tax returns and tax compliance work are representative of the fees reported in the “Tax Fees” category. The category “All Other Fees” represents fees billed by Deloitte for consulting rendered to Barings and MassMutual. The Sarbanes-Oxley Act of 2002 and its implementing regulations allow the Audit Committee to establish a pre-approval policy for certain services rendered by the Fund’s independent accountants. During 2016, the Audit Committee approved all of the services rendered to the Fund by Deloitte and did not rely on such a pre-approval policy for any such services.

The 2015 fees billed represent final 2015 amounts, which may differ from the preliminary figures available as of the publication date of the Fund’s 2016 Proxy Statement and includes, among other things, fees for services that may not have been billed as of the publication date of the Fund’s 2016 Proxy Statement, but are now properly included in the 2015 fees billed to the Fund, Barings and MassMutual.

OTHER BUSINESS

The Board knows of no business to be brought before the Meeting other than as set forth above. If, however, any other matters properly come before the Meeting, it is the intention of the persons named in the enclosed proxy card to vote proxies on such matters in accordance with their best judgment.

INFORMATION ABOUT VOTING PROXIES AND THE MEETING

Manner of Voting Proxies

Votes cast by proxy or in person at the Meeting will be counted by persons appointed by the Fund to act as election inspectors for the Meeting. The election inspectors will count the total number of votes cast “for” each nominee for purposes of determining whether sufficient affirmative votes have been cast. All proxies received, including proxies that reflect (i) broker non-votes (i.e., shares held by brokers or nominees as to which (a) instructions have not been received from the beneficial owners or the persons entitled to vote and (b) the broker or nominee does not have discretionary voting power on a particular matter), (ii) abstentions or (iii) the withholding of authority to vote for a nominee for election as Trustee, will be counted as shares that are present on a particular matter for purposes of determining the presence of a quorum. The presence at the Meeting, in person or by proxy, of shareholders entitled to cast 30% of the votes entitled to be cast shall be a quorum for the transaction of business for each proposal. Neither abstentions nor broker non-votes, if any, will have an effect on the outcome of Proposal 1.

Shareholders are entitled to one vote, on each matter on which the shareholder is entitled to vote, for each share of the Fund that such shareholder owns at the close of business on May 26, 2017. Each fractional share is entitled to a proportionate fractional vote.

Required Vote

If a quorum is present at the Meeting, the election of any nominee as Trustee will require the affirmative vote of a plurality, meaning the greatest number of affirmative votes cast by shareholders.

Instructions for Voting Proxies

The giving of a proxy will not affect a shareholder’s right to vote in person should the 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 the card.

Revocation of Proxies

Any person giving a proxy has the power to revoke it by mail or in person at any time prior to its exercise by executing a superseding proxy or by submitting a

notice of revocation to the Fund. All properly executed and unrevoked proxies received in time for the Meeting will be voted in accordance with the instructions contained therein.

Adjournment

If sufficient votes in favor of the proposal(s) set forth in the Notice of Annual Meeting of Shareholders are not received by the time scheduled for the Meeting or if the quorum required for a proposal has not been met, the persons named as proxies 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. Any adjournment will require the affirmative vote of a majority of the votes cast on the proposal in person or by proxy at the session of the Meeting to be adjourned. The persons named as proxies will vote in favor of adjournment those proxies that they are entitled to vote in favor of the proposal. They will vote against any such adjournment those proxies required to be voted against the proposal. The Fund will pay the costs of any additional solicitation and of any adjourned session. Any proposals for which sufficient affirmative votes have been received by the time of the Meeting may be acted upon and considered final regardless of whether the Meeting is adjourned to permit additional solicitation with respect to any other proposal.

INVESTMENT ADVISER

Barings, as investment adviser, provides investment management and certain administrative services to the Fund pursuant to an Investment Management Agreement. Barings (including its wholly-owned subsidiaries) currently has over $280 billion in assets under management and provides investment management services to registered investment companies, unregistered investment companies and institutional investors (such as insurance companies, pension plans, endowments and foundations).

Pursuant to a Sub-Advisory Agreement between Barings and Barings Global Advisers Limited (the “Sub-Adviser”), the Sub-Adviser provides certain investment management services to the Fund.

Barings is the indirect owner of 100% of the voting shares of the Sub-Adviser. MM Asset Management Holding LLC is the direct owner of 100% of the voting shares of Barings. MassMutual Holding LLC owns all of the voting shares of MM Asset Management Holding LLC. MassMutual owns all of the voting shares of MassMutual Holding LLC. MassMutual, MassMutual Holding LLC and MM Asset Management Holding LLC are located at 1295 State Street, Springfield, Massachusetts 01111. Barings’ principal office is located at 550 South Tryon Street, Suite 3300, Charlotte, NC 28202. The Sub-Adviser is located at 61 Aldwych, London, United Kingdom WC2B 4AE.

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 and its affiliates provide certain administrative services to the Fund, including, but not limited to, clerical and various other services required for the Fund’s operations, calculating the Fund’s daily net asset value and other financial data, preparing reports required by the securities, investment, tax or other laws and regulations, monitoring the Fund’s expense accruals and generally assisting in the Fund’s operations. The Administrator’s principal 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, report preparation and other services. Barings’ principal address is 550 South Tryon Street, Suite 3300, Charlotte, NC 28202.

BENEFICIAL OWNERS

As of May 31, 2017, based on the Fund’s review of filings made pursuant to Section 13 of the Exchange Act, to the Fund’s knowledge, the following shareholder(s) beneficially owned more than 5% of the Fund’s outstanding shares:


Name and Address of Shareholder	Number of Shares Beneficially Owned			Percentage Owned
First Trust Portfolios L.P.		2,077,576	*		10.36%
First Trust Advisors L.P.
The Charger Corporation
120 East Liberty Drive
Suite 400
Wheaton, Illinois 60187

*	As stated in Schedule 13G filed with the SEC on March 10, 2017.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Fund’s Trustees and certain Officers, investment advisers, sub-advisers, certain affiliated persons of the investment adviser or sub-adviser, and persons who own more than 10% of any class of outstanding securities of the Fund are required to file forms reporting their affiliation with the Fund and reports of ownership and changes in ownership of the Fund’s securities with the SEC and the New York Stock Exchange. These persons and entities are required by SEC regulation to furnish the Fund with copies of all such forms they file. Based solely on a review of these forms furnished to the Fund as well as certain internal documents, the Fund believes that its Trustees and relevant Officers, Barings, the Sub-Adviser and its relevant affiliated persons have all complied with applicable filing requirements during the twelve months ended May 31, 2017, except Carlene Pollock who inadvertently filed a late Form 3.

PROPOSALS BY SHAREHOLDERS AND COMMUNICATIONS WITH THE BOARD OF TRUSTEES

Any shareholder intending to present a proposal at the Annual Meeting to be held in 2018 who wishes to have such proposal included in the Fund’s proxy material for that meeting, should forward his/her written proposal to the Fund, Attention: Secretary. Proposals must be received on or before February 23, 2018, to be considered for inclusion in the Trust’s proxy material for its 2018 Annual Meeting.

Pursuant to procedures approved by the Fund’s Board, including a majority of the Trustees who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act, shareholders may mail written communications to the Board by writing the Fund’s Chief Financial Officer, c/o Barings LLC, 550 South Tryon Street, Suite 3300, Charlotte, NC 28202. When writing to the Board, shareholders should identify themselves, the fact that the communication is directed to the Board, and any relevant 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 with the solicitation of these proxies and with any further proxies which may be solicited by the Fund’s Officers in person, by telephone, or by facsimile will be borne by the Fund. The Fund has engaged Broadridge to provide shareholder meeting services, including tabulation and tracking. It is anticipated that the cost of these services will be approximately $20,000 and may increase in the event any vote is contested or increased solicitation efforts are required. The Fund will reimburse banks, brokers, and other persons holding the Fund’s shares registered in their names or in the names of their nominees, for their expenses incurred in sending proxy material to and obtaining proxies from the beneficial owners of such shares, which reimbursement will not be submitted to a vote of the Fund’s shareholders.

The Fund will arrange for at least one Trustee to attend its 2017 Annual Meeting; will encourage all of its Trustees to attend its Annual Meetings; and will endeavor to arrange its Annual Meetings on the same date as a Board meeting to facilitate Trustee attendance.

Only one copy of the Proxy Statement may be mailed to each household, even if more than one person in the household is a Fund shareholder of record. If a shareholder needs an additional copy of this Proxy Statement, please contact the Fund at 1-855-439-5459. Shareholders may also access a copy of the Proxy Statement online at the Fund’s website under Documents at www.barings.com/bgh. If any shareholder does not want the mailing of his or her Proxy Statement to be combined with those for other members of the shareholder’s household, please contact the Fund at 1-855-439-5459 or contact your financial intermediary.

The Annual Report of the Fund for its fiscal year ended December 31, 2016, including financial statements, a schedule of the Fund’s investments as of such date and other data, was mailed on or about February 28, 2017, to all shareholders of record. The Fund’s most recent Annual Report is available on the internet at www.barings.com/assets/user/media/BGH-annual-report.pdf. Shareholders may also request a copy of the Annual Report and the most recent semi-annual report, which will be furnished without charge, by calling (toll-free) the Fund at 1-855-439-5459.

PROXY TABULATOR

P.O. BOX 9112

FARMINGDALE, NY 11735

LOGO

To vote by Mail

1) Read the Proxy Statement.

2) Check the appropriate box on the proxy card below.

3) Sign and date the proxy card.

4) Return the proxy card in the envelope provided.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

E30411-P95543 KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

Vote on Trustee

For

All

Withhold

All

For All

Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the name(s) of the nominee(s) on the line below.

Election of Trustee - for a three-year term, or until his respective successor is duly elected and qualified.

Nominee for election:

☐

01) Thomas W. Okel

Other Business

In their discretion, the proxy or proxies are authorized to vote upon such other business or matters as may properly come before the Annual Meeting or any adjournment or adjournments thereof.

Please sign exactly as your name or names appear. When signing as joint tenant, all parties to the joint tenancy should sign. When signing as attorney, executor, administrator, trustee or guardian, please give your full title as such.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature [Joint Owners]

Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement is available at

www.barings.com/bgh under Documents

or at www.proxyvote.com.

E30412-P95543

BARINGS GLOBAL SHORT DURATION HIGH YIELD FUND

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Janice M. Bishop and Carlene Pollock, and each of them, attorneys and proxies of the undersigned, with power of substitution to vote all shares of Barings Global Short Duration High Yield Fund which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Trust to be held on Thursday, August 3, 2017, at Barings LLC, 550 South Tryon Street, Suite 3300, Charlotte, NC 28202, at 2:00 p.m. Eastern Time, and at any adjournments thereof (the “Annual Meeting”).

THIS PROXY WILL BE VOTED ON ITEM (1) IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN ON THIS CARD, AND IN THE ABSENCE OF INSTRUCTIONS THE UNDERSIGNED HEREBY AUTHORIZES THE AFORESAID PROXY OR PROXIES TO VOTE FOR ITEM (1).

THIS PROXY WILL BE VOTED ON ITEM (2) IN THE SOLE AND ABSOLUTE DISCRETION OF THE PROXY, AND IN THE ABSENCE OF INSTRUCTIONS, THE UNDERSIGNED HEREBY AUTHORIZES THE AFORESAID PROXY OR PROXIES TO VOTE ON A MATTER RAISED PURSUANT TO ITEM (2).

PLEASE SIGN AND DATE ON THE REVERSE SIDE.

Name (Age), Address

Position(s)
With the
Fund

Office Term*
and Length of
Time Served

Principal Occupations(s) During Past 5 Years

Michelle Manha (45)

550 South Tryon Street
Suite 3300
Charlotte, NC 28202

Assistant Secretary

Since 2012

Associate General Counsel and Managing Director (since 2014), Counsel (2008-2014), Barings; Assistant Secretary (since 2013), Barings Funds Trust (open-end investment company advised by Barings).

Kristin Goodchild (32)

550 South Tryon Street
Suite 3300
Charlotte, NC 28202

Assistant Secretary

Since 2015

Counsel (since 2016), Senior Paralegal (2013-2016), Paralegal (2008-2012), Barings; Assistant Secretary (since 2015), Barings Funds Trust (open-end investment company advised by Barings); Associate Secretary (since 2015), Barings Corporate Investors and Barings Participation Investors (closed-end investment companies advised by Barings); Assistant Secretary (since 2015), CI Subsidiary Trust and PI Subsidiary Trust.