Securities and Exchange Commission ("SEC") Forms 3, Form 4 and Form 5 and
Application for EDGAR Access ("Form ID") Confirmation of Authority to Sign
With respect to any closed end investment company or business development
company for which Barings, LLC or any of its subsidiaries, now or hereafter
serves as investment adviser, and for which the undersigned is deemed to be an
Insider under Section 16(a) of the Securities Exchange Act of 1934, the
undersigned, hereby appoints and designates Bridget Orlando, Jessica Restivo,
Latavea Cross, Melissa Cliver, Michael Cowart, and Melissa LaGrant each as a
true and lawful attorney-in-fact with full power to:
(1) Prepare, and execute in the undersigned's name and on the undersigned's
behalf, the Form ID application or any other documents necessary or appropriate
to obtain EDGAR access codes enabling the undersigned to make electronic filings
with the SEC of reports required by Section 16(a) of the Securities Exchange
Act of 1934 or any rule or regulation of the SEC.
(2) Sign on the undersigned behalf and file with the Securities and Exchange
Commission and New York Stock Exchange, any applicable Form 3 - Initial
Statement of Beneficial Ownership of Securities, Form 4 - Statement of Changes
in Beneficial Ownership or Form 5 - Annual Statement of Beneficial Ownership of
Securities with respect to shares purchased or sold by the undersigned or any
other change of beneficial ownership required to be reported by the undersigned.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in any securities issued by a closed
end investment company or business development company for which Barings LLC or
subsidiary serves as investment adviser, unless revoked by the undersigned in
writing and delivered to the attorneys-in-fact. Notwithstanding the foregoing,
if any such attorney-in-fact hereafter ceases to be an employee of Barings LLC,
this Power of Attorney shall be automatically revoked solely as to such
individual, immediately upon such cessation, without any further action on the
part of the undersigned.
Signature: _____________________________________________________________
Name: Bryan High
Title: Member of Barings LLC Board of Managers
Date: November 9, 2020
Regulatory Reporting Reminder for Insiders
Barings BDC, Inc.
Barings Corporate Investors
Barings Capital Investment Corporation Barings Global Short Duration High
Yield Fund Barings Participation Investors
Legal Requirements
As an insider to one or more of the above referenced closed-end funds, you are
required to comply with certain regulatory reporting requirements.
Section 16 of the Securities Exchange Act of 1934 requires insiders to:
* File a Form 3 within 10 days of becoming an insider;
* File a Form 4 to report transactions (including transactions in derivative
securities) before the end of the 2nd business day following the day on which
the subject transaction has been executed; and
* File a Form 5 within 45 days after the fund's fiscal year-end for any
reportable transaction not already reported on Forms 3 or 4.
In addition to the above requirements, Section 30(h) of the Investment Company
Act of 1940 subjects insiders of Securities and Exchange Commission ("SEC")
registered closed-end investment companies to the same duties and liabilities
imposed by Section 16 of the Exchange Act in respect to their holdings and
transactions in certain securities of the funds.
NOTE The regulations and disclosure obligations described herein do not
apply to transactions or holdings in open-end funds.
Reportable Securities
Insiders have an obligation to file reports to the SEC via Forms 3, 4 and 5. The
forms require disclosure of all equity securities of the corresponding fund in
which the insider has a "Direct or Indirect Pecuniary Interest," including
through any contract, arrangement, understanding, relationship, or otherwise.
Direct Pecuniary Interest includes any securities held by a person for his or
her own benefit, no matter how acquired. Also reportable are derivative
securities, such as options, warrants and other rights that derive their value
from the fund's shares. These derivative securities must be reported even
though they may not represent the right to receive actual shares and may be
issued by some entity other than the closed-end fund.
Example: Corporate Investor Shadow Shares
Certain non-qualified deferred compensation plans offer an investment option
that shadows Barings Corporate Investors. The receipt of "shadow shares"
triggers a reporting obligation and the six-month short-term profit restriction
for those employees considered an insider to this fund.
NOTE Pre-clearance must be obtained prior to executing transactions in
shadow shares.
Indirect Pecuniary Interest includes securities owned by others where an
individual, while not the direct owner, has pecuniary benefits substantially
equivalent to ownership. These include securities held for a person's benefit
under a trust, will, partnership or other arrangement, or in a corporation.
Shares held by or for the benefit of an insider's immediate family who shares
his or her home must be reported as being indirectly owned, although the insider
may disclaim beneficial ownership.
Reporting Requirements (Forms 3, 4 and 5)
Form 3 - (Initial Statement of Beneficial Ownership of Securities)
A person who becomes an insider must file a Form 3 with the SEC within (10) ten
days after becoming an insider. The Form 3 must be filed whether or not the
insider owns directly or indirectly securities of the fund.
Form 4 - (Statement of Changes in Beneficial Ownership of Securities)
When a change in beneficial ownership occurs after the initial Form 3 filing, a
Form 4 must be filed on or before the (2nd) second business day following any
transaction that triggers a filing requirement. The following are two
exceptions to this requirement:
1. DRP Plans - Shares acquired through a Dividend Reinvestment Plan ("DRP") need
not be reported on Forms 4 or 5. However, such DRP shares should be included
as part of the insider's total holdings on the next Form 4 or 5 that is required
to be filed. This also applies to the acquisition of shadow shares through
the dividend reinvestment feature of the non-qualified deferred compensation
plans.
2. Small Acquisitions - Small acquisitions (other than acquired from the fund
and not including shares obtained through a DRP plan) of less than $10,000 in
aggregate value of the fund's securities (or derivatives thereof) in any
six-month period during the fund's fiscal year need not be reported on Form 4
provided that no sales occur within six months of any of these acquisitions.
However, these small acquisitions need to be reported on Form 5 within 45 days
of the end of the fund's fiscal year in which they occur. Shadow shares are
ineligible for this small acquisition exception based on previous guidance
provided in an interpretative memo issued by the SEC to Barings LLC (fka Babson
Capital Management LLC).
Form 5 - (Annual Statement of Changes in Beneficial Ownership of Securities)
Insiders who have not had reportable transactions during the fiscal year or who
have already reported all transactions on Forms 3 or 4 need not file the annual
Form 5. The Form 5 serves as an annual reconciliation of the insider's Forms 3
and 4 reports, and includes the disclosure of certain small transactions (see
above) and gifts not included on previous filings. When a Form 5 is required,
it must be filed within (45) forty-five days after the end of the fund's fiscal
year.
Short Swing Profits and Short Sales
A person subject to reporting under Section 16 as an insider is prohibited from
earning "short swing profits". Profits realized from a purchase or sale or
sale and purchase of any security of the fund within any period of less than six
months is subject to disgorgement. Unlike other provisions of the federal
securities laws, intent to take unfair advantage of non-public information is
not required for recovery under Section 16(b). In other words, transactions
within six months of one another can lead to disgorgement of profits
irrespective of the reason for or the purpose of the transaction.
Section 16 also prohibits an insider from engaging in short sale transactions in
covered securities.
Additional short swing profit and short sale restrictions apply under the
Barings Global Code of Ethics and Personal Trading Policy.
General Insider Trading Restrictions
In the course of an insider's activities with the fund, he or she may come into
possession of confidential information concerning the fund's investments,
relationships, or transactions. Much of this information has a potential to
affect the market price of securities issued by the companies involved. Under
some circumstances, the federal securities laws impose potentially onerous civil
and criminal penalties on persons who improperly obtain or use material,
non-public information in connection with the purchase or sale of securities.
Federal law empowers the SEC to seek substantial penalties from any person who
violates the insider trading laws (including "tipping" inside information to
others) and substantial criminal penalties on any person who, at the time of an
insider trading violation, "directly or indirectly controlled the person who
committed such violation," i.e., an employer.
Potential penalties for the violator include criminal action, disgorgement of up
to three times the profit gained or losses avoided, and payment of interest on
the profit gained or loss avoided. Civil penalties for persons who control
violators can equal the greater of $1,000,000 or three times the profit gained
or losses avoided.
For more information please refer to the Insider Trading and Firewall Policy or
contact the Compliance or Legal Department for guidance regarding insider
trading prohibitions.
Termination of Insider Status
Insiders are also required to report any change in beneficial ownership that
results from a non-exempt transaction within 6 months after any non-exempt,
"opposite way" transaction prior to that date the person ceases to be an
insider. So long as the insider had no non-exempt transactions in the six
months prior to the change in status, he or she will have no post-termination
reporting obligations.
Filing Assistance, Disclosure of Filing Deficiencies, and Recordkeeping
Obligations
* To comply with the above reporting obligations, Compliance facilitates
regulatory filings on behalf of employees and trustees. This includes obtaining
the necessary EDGAR filing codes required when making SEC filings and filing
the forms electronically through the EDGAR system.
Employees must notify the Compliance Department as early as possible prior to
executing transactions by you and/or a member of your immediate family in the
funds for which you have been deemed an insider. Notification should be no later
than the day of execution so that the Compliance Department may prepare and
file the necessary forms within the required timeframe. For filing assistance,
contact Latavea Cross at 980-417-5496 or email:
Barings_RegulatoryFilings@barings.com
* The SEC requires funds to disclose the names of insiders who failed to file
required reports on a timely basis. To avoid the need to make such disclosures,
it is particularly important that insiders understand and comply with these
reporting requirements.
* The SEC also requires that each insider keep for five years an originally
signed copy of any Form 3, 4, or 5 filed with the SEC. These records are
maintained within the Compliance Department in Charlotte.
Contact Information for SEC Filings
Primary email for all SEC related filings: Barings_RegulatoryFilings@barings.com
Barings Compliance
Latavea Cross
Jessica Restivo
Melissa LaGrant
980-417-5496
617-761-3789
980-417-7975
Latavea.Cross@barings.com
Jessica.Restivo@barings.com
Melissa.Lagrant@barings.com
Fund Contacts
Jill Dinerman
Michael Cowart
Chief Legal Officer of Funds
Chief Compliance Officer of Funds
980-870-5733
980-417-5770
Jill.Dinerman@barings.com
Michael.Cowart@barings.com