Barings Participation Investors
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
At December 31,
2021, the Trust had the following unfunded commitments:
Delayed
Draw Term Loans:
Investment | |
Unfunded
Amount | | |
Unfunded
Value | |
Amtech
Software | |
$ | 363,636 | | |
$ | 363,437 | |
Best
Lawyers | |
| 221,154 | | |
| 221,089 | |
Command
Alkon | |
| 436,013 | | |
| 435,845 | |
Dart
Buyer, Inc | |
| 281,175 | | |
| 260,886 | |
Dwyer
Instruments, Inc. | |
| 131,579 | | |
| 132,829 | |
Electric
Power Systems International Inc | |
| 113,921 | | |
| 114,224 | |
eShipping | |
| 293,035 | | |
| 292,883 | |
FragilePAK | |
| 539,063 | | |
| 540,509 | |
Heartland
Veterinary Partners | |
| 113,357 | | |
| 113,207 | |
IGL
Holdings III Corp. | |
| 182,733 | | |
| 185,851 | |
Kano
Laboratories LLC | |
| 569,601 | | |
| 568,010 | |
National
Auto Care | |
| 392,157 | | |
| 392,099 | |
Navia
Benefit Solutions Inc | |
| 543,720 | | |
| 549,869 | |
Pearl
Holding Group | |
| 226,974 | | |
| 226,878 | |
Portfolio
Group | |
| 238,050 | | |
| 237,721 | |
ROI
Solutions, LLC | |
| 534,628 | | |
| 542,901 | |
Scaled
Agile, Inc | |
| 287,170 | | |
| 287,044 | |
SEKO
Worldwide, LLC | |
| 250,909 | | |
| 252,476 | |
Smartling,
Inc. | |
| 202,941 | | |
| 202,841 | |
Standard
Elevator Systems | |
| 613,983 | | |
| 613,785 | |
Stratus
Unlimited | |
| 172,106 | | |
| 176,675 | |
Syntax
Systems Ltd | |
| 193,308 | | |
| 193,259 | |
Tencarva
Machinery Company | |
| 233,555 | | |
| 233,532 | |
The
Caprock Group | |
| 360,424 | | |
| 360,391 | |
Transit
Technologies LLC | |
| 240,095 | | |
| 236,950 | |
Truck-Lite
Co., LLC | |
| 300,786 | | |
| 300,662 | |
| |
$ | 8,036,073 | | |
$ | 8,035,851 | |
Revolvers:
Investment | |
Unfunded
Amount | | |
Unfunded
Value | |
Amtech
Software | |
$ | 90,909 | | |
$ | 90,859 | |
Best
Lawyers | |
| 110,577 | | |
| 110,544 | |
BrightSign | |
| 134,202 | | |
| 134,157 | |
CAi
Software | |
| 235,746 | | |
| 235,711 | |
Cash
Flow Management | |
| 74,627 | | |
| 74,624 | |
Decks
Direct | |
| 376,364 | | |
| 376,351 | |
EFI
Productivity Software | |
| 73,012 | | |
| 73,012 | |
eShipping | |
| 141,634 | | |
| 141,545 | |
Narda-MITEQ | |
| 207,682 | | |
| 207,652 | |
National
Auto Care | |
| 98,039 | | |
| 98,025 | |
Office
Ally | |
| 133,124 | | |
| 133,112 | |
Polara | |
| 108,266 | | |
| 108,237 | |
Scaled
Agile, Inc | |
| 231,716 | | |
| 231,683 | |
Smartling,
Inc. | |
| 101,471 | | |
| 101,420 | |
Standard
Elevator Systems | |
| 146,186 | | |
| 146,146 | |
Syntax
Systems Ltd | |
| 56,896 | | |
| 56,861 | |
Tencarva
Machinery Company | |
| 297,534 | | |
| 297,506 | |
The
Caprock Group | |
| 105,981 | | |
| 105,973 | |
Woodland
Foods, Inc. | |
| 181,442 | | |
| 181,386 | |
| |
$ | 2,905,409 | | |
$ | 2,904,804 | |
Total
Unfunded
Commitments | |
$ | 10,941,481 | | |
$ | 10,940,655 | |
As of
December 31, 2021 unfunded commitments had unrealized depreciation of $(826) or (0.00)% of net assets.
| 8. | Aggregate
Remuneration Paid to Officers, Trustees and Their Affiliated Persons |
For the
year ended December 31, 2021, the Trust paid its Trustees aggregate remuneration of $273,025, including compensation to Mr. Joyal
(who retired as a Trustee effective April 23, 2021). During the year, the Trust did not pay any compensation to Mr. Noreen or to Mr.
Lloyd (who was elected a Trustee effective April 23, 2021). Each of Messrs. Joyal, Noreen is an “interested person”
and Lloyd (as defined by the 1940 Act) of the Trust.
52
2021
Annual Report
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
All of the
Trust’s officers are employees of Barings or MassMutual. Pursuant to the Contract, the Trust does not compensate its officers who
are employees of Barings or MassMutual (except for the Chief Compliance Officer of the Trust unless assumed by Barings). For the year
ended December 31, 2021, Barings paid the compensation of the Chief Compliance Officer of the Trust.
Mr. Noreen
is an “affiliated person” (as defined by the 1940 Act) of MassMutual and Barings. Mr. Lloyd is an “affiliated person”
(as defined by the 1940 Act) of Barings.
| 9. | Certifications
(Unaudited) |
As required
under New York Stock Exchange (“NYSE”) Corporate Governance Rules, the Trust’s principal executive officer has certified
to the NYSE that she was not aware, as of the certification date, of any violation by the Trust of the NYSE’s Corporate Governance
listing standards. In addition, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and related SEC rules, the Trust’s
principal executive and principal financial officers have made quarterly certifications, included in filings with the SEC on Forms N-CSR
and N-PORT, relating to, among other things, the Trust’s disclosure controls and procedures and internal control over financial
reporting, as applicable.
| 10. | Quarterly
Results of Investment Operations (Unaudited) |
| |
March 31,
2021 | |
| |
Amount
| | |
Per Share
| |
Investment income | |
$ | 2,742,160 | | |
| | |
Net investment income | |
| 2,059,266 | | |
$ | 0.19 | |
Net
realized and
unrealized
gain on
investments
(net of taxes) | |
| 4,123,347 | | |
| 0.39 | |
| |
June
30, 2021 | |
| |
Amount
| | |
Per Share
| |
Investment income | |
$ | 2,799,993 | | |
| | |
Net investment income | |
| 2,108,892 | | |
$ | 0.20 | |
Net
realized and
unrealized
gain on
investments
(net of taxes) | |
| 4,093,744 | | |
| 0.39 | |
| |
September
30, 2021 | |
| |
Amount
| | |
Per Share
| |
Investment income | |
$ | 2,798,220 | | |
| | |
Net investment income | |
| 2,079,446 | | |
$ | 0.20 | |
Net
realized and
unrealized
gain on
investments
(net of taxes) | |
| 7,997,029 | | |
| 0.75 | |
| |
December 31,
2021 | |
| |
Amount
| | |
Per Share
| |
Investment income | |
$ | 3,959,212 | | |
| | |
Net investment income (net
of taxes) | |
| 2,941,038 | | |
$ | 0.28 | |
Net
realized and
unrealized
loss on
investments
(net of taxes) | |
| (18,306 | ) | |
| (0.00) |
The Trust
has evaluated the possibility of subsequent events after the balance sheet date of December 31, 2021, through the date that the financial
statements are issued. The Trust has determined that there are no material events that would require recognition or disclosure in this
report through this date.
53
Barings Participation
Investors
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders
and Board of Trustees of Barings Participation Investors:
Opinion on
the Financial Statements
We have audited
the accompanying consolidated statement of assets and liabilities of Barings Participation Investors and subsidiary (collectively, the
”Trust”), including the consolidated schedule of investments, as of December 31, 2021, the related consolidated statements
of operations and cash flows for the year then ended, the consolidated statements of changes in net assets for each of the years in the
two-year period then ended, and the related notes (collectively, the “consolidated financial statements”) and the consolidated
selected financial highlights (the “consolidated financial highlights”) for each of the years in the five-year period then
ended. In our opinion, the consolidated financial statements and consolidated financial highlights present fairly, in all material respects,
the financial position of the Trust as of December 31, 2021, the results of its operations and its cash flows for the year then
ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of
the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated
financial statements and consolidated financial highlights are the responsibility of the Trust’s management. Our responsibility
is to express an opinion on these consolidated financial statements and consolidated financial highlights based on our audits. We are
a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be
independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our
audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements and consolidated financial highlights are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated
financial statements and consolidated financial highlights, whether due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated
financial statements and consolidated financial highlights. Such procedures also included confirmation of securities owned as of December 31,
2021, by correspondence with custodians and agent banks, or by other appropriate auditing procedures when replies from agent banks were
not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the consolidated financial statements and consolidated financial highlights. We believe that
our audits provide a reasonable basis for our opinion.
We have served
as the auditor of the Trust since 2004.
New York, New
York
March 1, 2022
54
2021
Annual Report
INTERESTED
TRUSTEES
Name
(Age), Address |
Position(s) With
the Trust(s) |
Office Term and Length
of Time Served |
Principal Occupations
During Past 5 years |
Portfolios Overseen
in Fund Complex |
Other Directorships
Held By Director |
|
|
|
|
|
|
|
|
|
|
|
|
Clifford
M. Noreen* (64)
300 South Tryon Street
Suite 2500
Charlotte, NC 28202 |
Trustee,
Chairman |
Term expires
2024; Trustee
since 2009 |
Head
of Global Investment Strategy (since 2019), Deputy Chief Investment Officer and Managing Director (2016-2018), MassMutual; President
(2008-2016), Vice Chairman (2007-2008), Member of the Board of Managers (2006-2016), Managing Director (2000-2016), Barings; President
(2005-2009), Vice President (1993-2005) of the Trusts. |
111 |
Chairman and Trustee (since 2009), President (2005-2009), Vice President (1993-2005), Barings Corporate Investors; Chairman (since 2009), Trustee (since 2005), President (2005-2009), CI Subsidiary Trust and PI Subsidiary Trust; Trustee (since 2021), MassMutual Select Funds (open-end investment company advised by MassMutual); Trustee (since 2021), MML Series Investment Funds (open-end investment company advised by MassMutual); Trustee (since 2021) MML Series Investment Funds II (open-end investment company advised by MassMutual); Trustee (since 2021), MassMutual Premier Funds (open-end investment company advised by MassMutual); Member of the Board of Managers (since 2008), Jefferies Finance LLC (finance company); Member of the Investment Committee (since 2005), Baystate Health Systems; Member of the Investment Committee (since 1999), Diocese of Springfield; Member of the Board of Managers (2011-2016), Wood Creek Capital Management, LLC (investment advisory firm); President (2009-2015), Senior Vice President (1996-2009), HYP Management LLC (LLC Manager); Director (2005-2013), MassMutual Corporate Value Limited (investment company); and Director (2005-2013), MassMutual Corporate Value Partners Limited (investment company).
|
|
|
|
|
|
|
| * | Mr. Noreen
is classified as an “interested person” of the Trust and Barings (as defined
by the 1940 Act), because of his position as an Officer of the Trust and his former position
as President of Barings. |
55
Barings Participation Investors
INTERESTED
TRUSTEES
|
|
|
|
|
|
Name
(Age), Address |
Position(s) With
the Trust(s) |
Office Term and Length
of Time Served |
Principal Occupations
During Past 5 years |
Portfolios Overseen
in Fund Complex |
Other Directorships
Held By Director |
|
|
|
|
|
|
|
|
|
|
|
|
Eric
J. Lloyd* (53)
300 South Tryon Street
Suite 2500
Charlotte, NC 28202 |
Trustee |
Term expires
2022; Trustee
since 2021 |
President
(since 2021), Global Head of Private Assets (2013-2021), Barings. |
5 |
Trustee (since 2021), Barings Corporate Investors; Chief Executive Officer and Director (since 2018), Barings BDC, Inc. (business development company advised by Barings); Director (since 2020), Barings Capital Investment Corporation (business development company advised by Barings); and Director (since 2021), Barings Private Credit Corporation (business development company advised by Barings).
|
|
|
|
|
|
|
|
|
|
|
|
|
| * | Mr. Lloyd
is classified as an “interested person” of the Trust and Barings (as defined
by the 1940 Act), because of his current position at Barings. |
56
2021
Annual Report
INDEPENDENT TRUSTEES |
|
Name
(Age), Address |
Position(s) With
the Trust(s) |
Office Term and Length
of Time Served |
Principal Occupations
During Past 5 years |
Portfolios Overseen
in Fund Complex |
Other Directorships
Held By Director |
|
|
|
|
|
|
|
|
|
|
|
|
Michael
H. Brown (64)
300 South Tryon Street
Suite 2500
Charlotte, NC 28202 |
Trustee |
Term expires
2023; Trustee
since 2005 |
Private
Investor (since 2005); Managing Director (1994-2005), Morgan Stanley. |
2 |
Trustee
(since 2005), Barings Corporate Investors; Independent Director (2006-2014), Invicta Holdings LLC and its subsidiaries (derivative
trading company owned indirectly by MassMutual). |
|
|
|
|
|
|
Barbara
M. Ginader (65)
300 South Tryon Street
Suite 2500
Charlotte, NC 28202 |
Trustee |
Term expires
2023; Trustee
since 2013 |
Retired
(since 2018); General Partner (1993-2018), Boston Ventures Management (private equity firm). |
2 |
Trustee
(since 2013), Barings Corporate Investors; Member of the Board of Overseers (2013-2014), MSPCA-Angell Memorial Hospital; Member of
the Grants Committee (2012-2017), IECA Foundation; Managing Director (1993-2018), Boston Ventures IV, L.P., Boston Ventures V, L.P.
and Boston Ventures VI, L.P. (private equity funds). |
|
|
|
|
|
|
Edward
P. Grace III (71)
300 South Tryon Street
Suite 2500
Charlotte, NC 28202 |
Trustee |
Term expires
2024; Trustee
since 2012 |
President
(since 1997), Phelps Grace International, Inc. (investment management); Managing Director (1998-2018), Grace Venture Partners LP
(venture capital fund); Senior Advisor (2011-2017), Angelo Gordon & Co. (investment adviser). |
2 |
Trustee
(since 2012), Barings Corporate Investors; Director (since 2012), Benihana, Inc. (restaurant chain); Director (2011-2018), Firebirds
Wood Fired Holding Corporation (restaurant chain); Director (2010-2017), Larkburger, Inc. (restaurant chain); Director (since 1998),
Shawmut Design and Construction (construction management and general contracting firm). |
|
|
|
|
|
|
Susan
B. Sweeney (69)
300 South Tryon Street
Suite 2500
Charlotte, NC 28202 |
Trustee/
Nominee |
Term expires
2022; Trustee
since 2012 |
Retired
(since 2014); Senior Vice President and Chief Investment Officer (2010-2014), Selective Insurance Company of America; Senior Managing
Director (2008-2010), Ironwood Capital. |
111 |
Trustee (since 2012), Barings Corporate Investors; Trustee (since 2009), MassMutual Select Funds (open-end investment company advised by MassMutual); Trustee (since 2009), MML Series Investment Funds (open-end investment company advised by MassMutual); Trustee (since 2012) MML Series Investment Funds II (open-end investment company advised by MassMutual); Trustee (since 2012), MassMutual Premier Funds (open-end investment company advised by MassMutual).
|
|
|
|
|
|
|
57
Barings Participation Investors
INDEPENDENT
TRUSTEES
|
|
|
|
|
|
Name (Age),
Address |
Position(s)
With
the Trust(s) |
Office Term and Length
of Time Served |
Principal Occupations
During Past 5 years |
Portfolios Overseen
in Fund Complex |
Other Directorships
Held By Director |
|
|
|
|
|
|
|
|
|
|
|
|
Maleyne
M. Syracuse (65)
300 South Tryon Street
Suite 2500
Charlotte, NC 28202 |
Trustee |
Term expires
2023; Trustee
since 2007 |
Private Investor (since 2007); Managing Director (2000-2007), JP Morgan Securities, Inc. (investment banking); Managing Director (1999-2000), Deutsche Bank Securities (investment banking); Managing Director (1981-1999), Bankers Trust/BT Securities (investment banking).
|
2 |
Trustee
(since 2007), Barings Corporate Investors; Member of the Board of Directors (since 1998) and President of the Board (since 2002),
Peters Valley School of Craft (non-profit arts organization); Member of the Board of Directors (since 2014) and Treasurer (since
2017), Charles Lawrence Keith & Clara Miller Foundation (non-profit philanthropic foundation). |
|
|
|
|
|
|
|
|
|
|
|
|
See
Notes to Consolidated Financial Statements
58
2021
Annual Report
OFFICERS OF THE TRUST
|
Name
(Age), Address |
Position(s) With
the Trust(s) |
Time Served |
Principal Occupation(s)
During the Past 5 Years |
|
|
|
|
|
|
|
|
Christina
Emery (48)
300 South Tryon Street
Suite 2500
Charlotte, NC 28202 |
President |
Since
2020 |
Managing
Director (since 2011), Director (2005-2011), Barings; President (since 2020), Vice President (2018-2020), Barings Corporate Investors;
Trustee (since 2020), President (since 2020), CI Subsidiary Trust and PI Subsidiary Trust; Member of the Investment Committee (since
2018), Tower Square Capital Partners II/III/IV; and Member of the Investment Committee and Principal (since 2020), Barings Small
Business Fund. |
|
|
|
|
Jonathan
Bock (40)
300 South Tryon Street
Suite 2500
Charlotte, NC 28202 |
Chief
Financial
Officer |
Since
2020 |
Managing
Director (since 2018), Barings; Chief Financial Officer (since 2020) Barings Corporate Investors, Trustee (since 2020), Treasurer
(since 2020), CI Subsidiary Trust and PI Subsidiary Trust; Chief Financial Officer (since 2018), Barings BDC, Inc. (business development
company advised by Barings); Chief Financial Officer (since 2020), Barings Capital Investment Corporation (business development company
advised by Barings); President & Co-Chief Executive Officer (since 2021), Barings Private Credit Corporation (business development
company advised by Barings); and Managing Director (2011-2018), Wells Fargo. |
|
|
|
|
Jill
Dinerman (45)
300 South Tryon Street
Suite 2500
Charlotte, NC 28202 |
Chief
Legal
Officer |
Since
2020 |
Global Head of Legal and General Counsel (since 2020), Managing Director (since 2016), Associate General Counsel and Corporate Secretary (2018-2020), Senior Counsel (2016-2018), Counsel and Director (2011-2016), Barings; Chief Legal Officer (since 2020), Assistant Secretary (2019-2020), Barings Corporate Investors; Vice President (since 2020), CI Subsidiary Trust and PI Subsidiary Trust; Vice President and Chief Legal Officer (since 2020), Secretary (2020-2021), Assistant Secretary (2019-2020), Barings Global Short Duration High Yield Fund (closed-end investment company advised by Barings); Chief Legal Officer (since 2020), Assistant Secretary (2019-2020), Barings BDC, Inc. (business development company advised by Barings); Chief Legal Officer (since 2020), Barings Capital Investment Corporation (business development company advised by Barings); Chief Legal Officer (since 2021), Barings Private Credit Corporation (business development company advised by Barings); Secretary (since 2018), Barings Securities LLC; Chief Legal Officer (since 2020), Barings BDC Finance I LLC; Chief Legal Officer (since 2020), Barings BDC Senior Fund I LLC; Non-Executive Director (since 2018), Baring International Investments Limited; Non-Executive Director (since 2021), Baring Asset Management Limited); Non-Executive Director (since 2021), Baring Investment Services Limited; Non-Executive Director (since 2021), Barings (U.K.) Limited; Non-Executive Director (since 2021), Barings Europe Limited; and Vice President, Secretary and Chief Legal Officer (2020-2021), Assistant Secretary (2019-2020), Barings Funds Trust (open-end Investment company advised by Barings).
|
|
|
|
|
|
|
|
|
59
Barings Participation Investors
OFFICERS
OF THE TRUST
|
|
|
|
Name (Age),
Address |
Position(s) With
the Trust(s) |
Time Served |
Principal Occupation(s)
During the Past 5 Years |
|
|
|
|
|
|
|
|
Michael
Cowart (39)
300 South Tryon Street
Suite 2500
Charlotte, NC 28202 |
Chief
Compliance Officer |
Since
2020 |
Managing
Director (since 2021), Director (2018-2021), Barings; Chief Compliance Officer (since 2020), Barings Corporate Investors; Chief Compliance
Officer (since 2020), Barings Global Short Duration High Yield Fund (closed-end investment company advised by Barings); Chief Compliance
Officer (since 2020), Barings BDC, Inc. (business development company advised by Barings); Chief Compliance Officer (since 2020),
Barings Capital Investment Corporation (business development company advised by Barings); Chief Compliance Officer (since 2021),
Barings Private Credit Corporation (business development company advised by Barings); Chief Compliance Officer (since 2019), Barings
Securities LLC; Chief Compliance Officer (2020-2021), Barings Funds Trust (open-end investment company advised by Barings); and Assistant
General Counsel (2016-2018), LPL Financial (independent broker-dealer). |
|
|
|
|
Elizabeth
Murray (44)
300 South Tryon Street
Suite 2500
Charlotte, NC 28202 |
Principal Accounting
Officer |
Since
2020 |
Managing
Director (since 2020), Director (2018-2020), Barings; Principal Accounting Officer (since 2020), Barings Corporate Investors; Controller
(since 2020), CI Subsidiary Trust and PI Subsidiary Trust; Treasurer (since 2020), Barings Global Short Duration High Yield Fund
(closed-end investment company advised by Barings); Principal Accounting Officer (since 2020), Director of External Reporting (2018-2020),
Barings BDC, Inc. (business development company advised by Barings); Principal Accounting Officer (since 2020), Barings Capital Investment
Corporation (business development company advised by Barings); Principal Accounting Officer (since 2021), Barings Private Credit
Corporation (business development company advised by Barings); Treasurer (2020-2021), Barings Funds Trust (open-end investment company
advised by Barings); and Vice President of Financial Reporting (2012-2018), Barings BDC, Inc. (f/k/a Triangle Capital Corporation). |
|
|
|
|
Christopher
Hanscom (39)
300 South Tryon Street
Suite 2500
Charlotte, NC 28202 |
Treasurer |
Since
2017 |
Director
(since 2018), Associate Director (2015-2018), Analyst (2005-2015), Barings; Treasurer (since 2017), Barings Corporate Investors;
Assistant Controller (since 2020), CI Subsidiary Trust and PI Subsidiary Trust; and Treasurer (since 2021), Barings Global Short
Duration High Yield Fund (closed-end investment company advised by Barings). |
|
|
|
|
Ashlee
Steinnerd (40)
300 South Tryon Street
Suite 2500
Charlotte, NC 28202 |
Secretary |
Since
2020 |
Head of Regulatory and Registered Funds (since 2021), Director (since 2019), Barings; Secretary (since 2020) Barings Corporate Investors; Secretary (since 2020), CI Subsidiary Trust and PI Subsidiary Trust; Secretary (since 2020), Barings BDC, Inc. (business development company advised by Barings); Secretary (since 2020), Barings Capital Investment Corporation (business development company advised by Barings); Secretary (since 2021), Barings Private Credit Corporation (business development company advised by Barings); Secretary (since 2021), Barings Global Short Duration High Yield Fund (closed-end investment company advised by Barings); and Senior Counsel (2011-2019), Securities and Exchange Commission.
|
|
|
|
|
|
|
|
|
60
2021
Annual Report
OFFICERS
OF THE TRUST
|
|
|
|
Name (Age),
Address |
Position(s) With
the Trust(s) |
Time Served |
Principal Occupation(s)
During the Past 5 Years |
|
|
|
|
|
|
|
|
Alexandra
Pacini (29)
300 South Tryon Street
Suite 2500
Charlotte, NC 28202 |
Assistant
Secretary |
Since
2020 |
Associate
Director (since 2021), Analyst (2017-2021), Barings; Assistant Secretary (since 2020), Barings Corporate Investors; Assistant Secretary
(since 2020), CI Subsidiary Trust and PI Subsidiary Trust; Assistant Secretary (since 2020), Barings Global Short Duration High Yield
Fund (closed-end investment company advised by Barings); Assistant Secretary (since 2020), Barings BDC, Inc. (business development
company advised by Barings); Assistant Secretary (since 2021), Barings Capital Investment Corporation (business development company
advised by Barings); Assistant Secretary (since 2021), Barings Private Credit Corporation (business development company advised by
Barings); and Assistant Secretary (2020-2021), Barings Funds Trust (open-end investment company advised by Barings). |
|
|
|
|
Sean
Feeley (54)
300 South Tryon Street
Suite 2500
Charlotte, NC 28202 |
Vice
President |
Since
2011 |
Managing
Director (since 2003), Barings; Vice President (since 2011), Barings Corporate Investors; Vice President (since 2011), CI Subsidiary
Trust and PI Subsidiary Trust; President (since 2017), Vice President (2012-2017), Barings Global Short Duration High Yield Fund
(closed-end investment company advised by Barings). |
|
|
|
|
Jonathan
Landsberg (37)
300 South Tryon Street
Suite 2500
Charlotte, NC 28202 |
Vice
President |
Since
2020 |
Director (since 2018), Barings; Vice President (since 2020), Barings Corporate Investors; Vice President (since 2020), CI Subsidiary Trust and PI Subsidiary Trust; Treasurer (since 2021), Head of Investor Relations (since 2020), Director of Finance (2020-2021), Assistant Director of Finance (2018-2020), Barings BDC, Inc. (business development company advised by Barings); Treasurer (since 2021), Head of Investor Relations (since 2020), Director of Finance (2020-2021), Barings Capital Investment Corporation (business development company advised by Barings); Treasurer and Chief Financial Officer (since 2021), Barings Private Credit Corporation (business development company advised by Barings); Principal (since 2019), Jocassee Partners LLC; Board Member (since 2020), Thompson Rivers LLC; Board Member (since 2021), Banff Partners LP; Board Member (since 2021), Waccamaw River LLC; and Research Analyst (2014-2018), Wells Fargo Securities.
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| * | Officers
hold their position with the Trusts until a successor has been duly elected and qualified.
Officers are generally elected annually by the Board of each Trust. The officers were last
elected on October 27, 2021. |
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Barings Participation Investors
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64
2021
Annual Report
DIVIDEND
REINVESTMENT AND CASH PURCHASE PLAN
Barings Participation
Investors (the “Trust”) offers a Dividend Reinvestment and Cash Purchase Plan (the “Plan”). The Plan provides
a simple and automatic way for shareholders to add to their holdings in the Trust through the receipt of dividend shares issued by the
Trust or through the reinvestment of cash dividends in Trust shares purchased in the open market. The dividends of each shareholder will
be automatically reinvested in the Trust by DST Systems, Inc., the Transfer Agent, in accordance with the Plan, unless such shareholder
elects not to participate by providing written notice to the Transfer Agent. A shareholder may terminate his or her participation by
notifying the Transfer Agent in writing.
Participating
shareholders may also make additional contributions to the Plan from their own funds. Such contributions may be made by personal check
or other means in an amount not less than $100 nor more than $5,000 per quarter. Cash contributions must be received by the Transfer
Agent at least five days (but no more then 30 days) before the payment date of a dividend or distribution.
Whenever the Trust
declares a dividend payable in cash or shares, the Transfer Agent, acting on behalf of each participating shareholder, will take the
dividend in shares only if the net asset value is lower than the market price plus an estimated brokerage commission as of the close
of business on the valuation day. The valuation day is the last day preceding the day of dividend payment. When the dividend is to be
taken in shares, the number of shares to be received is determined by dividing the cash dividend by the net asset value as of the close
of business on the valuation date or, if greater than net asset value, 95% of the closing share price. If the net asset value of the
shares is higher than the market value plus an estimated commission, the Transfer Agent, consistent with obtaining the best price and
execution, will buy shares on the open market at current prices promptly after the dividend payment date.
The reinvestment
of dividends does not, in any way, relieve participating shareholders of any federal, state or local tax. For federal income tax purposes,
the amount reportable in respect of a dividend received in newly-issued shares of the Trust will be the fair market value of the shares
received, which will be reportable as ordinary income and/or capital gains.
As compensation
for its services, the Transfer Agent receives a fee of 5% of any dividend and cash contribution (in no event in excess of $2.50 per distribution
per shareholder.)
Any questions
regarding the Plan should be addressed to DST Systems, Inc., Agent for Barings Participation Investors’ Dividend Reinvestment and
Cash Purchase Plan, P.O. Box 219086, Kansans City, MO 64121-9086.
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|
|
Members
of the Board of Trustees |
Michael H. Brown*
Private Investor |
Barbara M. Ginader*
Retired Managing Director and
General Partner
Boston Ventures Management |
Edward P. Grace*
President
Phelps Grace International,
Inc
|
Eric J. Lloyd
President,
Barings LLC |
Clifford M. Noreen
Head of Global Investment Strategy
Massachusetts Mutual Life Insurance
Company
|
Susan B. Sweeney*
Private Investor |
Maleyne M. Syracuse*
Private Investor |
|
|
|
Officers |
Clifford M. Noreen
Chairman |
Christina Emery
President |
Jonathan Bock
Chief Financial Officer
|
Jill Dinerman
Chief Legal Officer |
Michael Cowart
Chief Compliance Officer |
Elizabeth Murray
Principal Accounting Officer
|
Christopher Hanscom
Treasurer |
Ashlee Steinnerd
Secretary |
Alexandra Pacini
Assistant Secretary
|
Sean Feeley
Vice President |
Jonathan Landsberg
Vice President
|
|
*
Member of the Audit Committee
|
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Barings
PARTICIPATION INVESTORS
2021 Annual Report |
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PI6370
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|
ITEM
2. CODE OF ETHICS.
The
Registrant adopted a Code of Ethics for Senior Financials Officers (the "Code") on October 17, 2003, which is available on the
Registrant's website at www.barings.com/mpv. During the period covered by this Form N-CSR, there were no amendments to, or waivers
from, the Code.
ITEM
3. AUDIT COMMITTEE FINANCIAL EXPERT.
The
Registrant's Board of Trustees has determined that Ms. Barbara M. Ginader, a Trustee of the Registrant and a member of its Audit
Committee, is an audit committee financial expert. Ms. Ginader is "independent" for purposes of this Item 3 as required by applicable
regulation.
ITEM
4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The
Registrant has engaged its principal accountant, KPMG LLP, to perform audit services, audit-related services, tax services and
other services during the past two fiscal years. The following table details the aggregate fees billed or expected to be billed
for each of the last two fiscal years by KPMG LLP.
Fees
Billed to the Registrant:
| |
KPMG LLP | |
|
KPMG LLP |
|
| |
Year Ended | |
|
Year Ended |
|
| |
December 31, 2021 | |
|
December 31, 2020 |
|
Audit Fees | |
$ | 150,000 | |
|
$ | 144,722 |
|
Audit-Related Fees | |
| 0 | |
|
| 0 |
|
Tax Fees | |
| 61,000 | |
|
| 51,665 |
|
All Other Fees | |
| 0 | |
|
| 0 |
|
Total Fees | |
$ | 211,000 | |
|
$ | 196,387 |
|
Non-Audit
Fees Billed to Barings and MassMutual:
| |
KPMG LLP | |
|
KPMG LLP |
|
| |
Year Ended | |
|
Year Ended |
|
| |
December 31, 2021 | |
|
December 31, 2020 |
|
Audit-Related Fees | |
$ | 2,051,000 | |
|
$ | 2,701,000 |
|
Tax Fees | |
| 13,440,000 | |
|
| 7,354,000 |
|
All Other Fees | |
| 213,000 | |
|
| 84,000 |
|
Total Fees | |
$ | 15,704,000 | |
|
$ | 10,139,000 |
|
The
category "Audit Fees" refers to performing an audit of the Registrant's annual financial statements or services that are normally
provided by the principal accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
The category "Audit-Related Fees" reflects fees billed by KPMG LLP for various non-audit and non-tax services rendered to the Registrant,
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 are representative of the fees reported in the "Tax Fees" category. The category "All
Other Fees" represents fees billed by KPMG LLP for consulting rendered to the Registrant, Barings and MassMutual.
The
Sarbanes-Oxley Act of 2002 and its implementing regulations allow the Registrant's Audit Committee to establish a pre-approval
policy for certain services rendered by the Registrant's principal accountant. During 2021, the Registrant's Audit Committee approved
all of the services rendered to the Registrant by KPMG LLP and did not rely on such a pre-approval policy for any such services.
The
Audit Committee has also reviewed the aggregate fees billed for professional services rendered by KPMG LLP for 2020 and 2021 for
the Registrant and for the non-audit services provided to Barings, and Barings' parent, MassMutual. 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
2020 fees billed represent final 2020 amounts, which may differ from the preliminary figures available as of the filing date of
the Registrant's 2020 Annual Form N-CSR and includes, among other things, fees for services that may not have been billed as of
the filing date of the Registrant's 2021 Annual Form N-CSR, but are now properly included in the 2020 fees billed to the Registrant,
Barings and MassMutual.
ITEM
5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
The
Registrant maintains an Audit Committee composed exclusively of Trustees of the Registrant who qualify as "independent" Trustees
under the current listing standards of the New York Stock Exchange and the rules of the U.S. Securities and Exchange Commission.
The Audit Committee operates pursuant to a written Audit Committee Charter, which is available (1) on the Registrant's website,
www.barings.com/mpv; and (2) without charge, upon request, by calling, toll-free 866-399-1516. The current members of the Audit
Committee are Michael H. Brown, Barbara M. Ginader, Edward P. Grace, III, Susan B. Sweeney and Maleyne M. Syracuse.
ITEM
6. SCHEDULE OF INVESTMENTS
A
schedule of investments for the Registrant is included as part of this report to shareholders under Item 1 of this Form N-CSR.
ITEM
7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Summary
of Barings’ Global Proxy Voting Policy:
Barings
understands that the voting of proxies is an integral part of its investment management responsibilities and believes, as a general
principle, that proxies should be acted upon (voted or abstained) solely in the best interest of its clients (i.e. in a manner
believed by Barings to best pursue a client’s investment objectives). To implement this general principle, Barings engages
a proxy service provider (“Service Provider”) that is responsible for processing and maintaining records of proxy
votes. In addition, the Service Provider, a recognized authority on proxy voting and corporate governance, provides research and
recommendations (including environmental, social and governance topics) on proxies to Barings as its research provider (the “Research
Provider”). It is Barings’ Global Proxy Voting Policy to generally vote all Client proxies for which it has proxy
voting discretion in accordance with the recommendations of the Research Provider or with the Research Provider’s proxy
voting guidelines (“Guidelines”), in absence of a recommendation. In circumstances where the Research Provider has
not provided a recommendation or has not contemplated an issue within its Guidelines, the proxy will be analyzed on a case-by-case
basis.
Barings
recognizes that there are times when it is in the best interest of clients to vote proxies (i) against the Research Provider’s
recommendations or (ii) in instances where the Research Provider has not provided a recommendation vote against the Guidelines.
Barings can vote, in whole or in part, against the Research Provider’s recommendations or Guidelines, as it deems appropriate.
The procedures set forth in the Global Proxy Voting Policy are designed to ensure that votes against the Research Provider’s
recommendations or Guidelines are made in the best interests of clients and are not the result of any material conflict of interest
(“Material Conflict”). For purposes of the Global Proxy Voting Policy, a Material Conflict is defined as any position,
relationship or interest, financial or otherwise, of Barings or a Barings associate that could reasonably be expected to affect
the independence or judgment concerning proxy voting.
Summary
of Barings’ Proxy Voting Procedures:
Typically,
Barings will vote all client proxies for which it has proxy voting discretion, where no Material Conflict exists, in accordance
with the Research Provider’s recommendations or Guidelines, unless (i) Barings is unable or determines not to vote a proxy
in accordance with the Global Proxy Voting Policy or (ii) an authorized investment person or designee (a “Proxy Analyst”)
determines that it is in the client’s best interests to vote against the Research Provider’s recommendations or Guidelines.
In such cases where a Proxy Analyst believes a proxy should be voted against the Research Provider’s recommendations or
Guidelines, the Proxy Team will vote the proxy in accordance with the Proxy Analyst’s recommendation as long as (i) no other
Proxy Analyst disagrees with such recommendation; and (ii) no known Material Conflict is identified by the Proxy Analyst(s) or
the Proxy Team. If a Material Conflict is identified by a Proxy Analyst or the proxy administrator, the proxy will be submitted
to the Trading Practices Committee to determine how the proxy is to be voted in order to achieve that client’s best interests.
No associate,
officer, director or board of managers/directors of Barings or its affiliates (other than those assigned such responsibilities
under the Global Proxy Voting Policy) can influence how Barings votes client proxies, unless such person has been requested to
provide assistance by a Proxy Analyst or Trading Practices Committee member and has disclosed any known Material Conflict. Pre-vote
communications with proxy solicitors are prohibited. In the event that pre-vote communications occur, it should be reported to
the Trading Practices Committee or Barings’ Chief Compliance Officer prior to voting. Any questions or concerns regarding
proxy-solicitor arrangements should be addressed to Barings’ Chief Compliance Officer.
Investment
management agreements generally delegate the authority to vote proxies to Barings in accordance with Barings’ Global Proxy
Voting Policy. In the event an investment management agreement is silent on proxy voting, Barings should obtain written instructions
from the client as to their voting preference. However, when the client does not provide written instructions as to their voting
preferences, Barings will assume proxy voting responsibilities. In the event that a client makes a written request regarding voting,
Barings will vote as instructed.
Obtaining
a Copy of the Proxy Voting Policy
Clients
can obtain a copy of Barings’ Proxy Voting Policy and information about how Barings voted proxies related to their securities,
free of charge, by contacting the Chief Compliance Officer, Barings LLC, 300 South Tryon, Charlotte, NC 28202, or calling toll-free,
1-877-766-0014.
ITEM
8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
The
following disclosure item is made as of the date of this Form N-CSR unless otherwise indicated.
PORTFOLIO
MANAGER. Christina Emery serves as the President of the Registrant (since January 2020) and as one of its Portfolio Managers.
Ms. Emery began her service to the Registrant in 2017 as a Vice President. With over 18 years of industry experience, Ms. Emery
is a senior member of Barings’ Global Private Finance Group. She is responsible for originating, executing and monitoring
North American private finance investments with management responsibilities. Prior to joining Barings in 2005, she held a position
in investment banking at Legg Mason and had various operations roles at Abbott Laboratories. Ms. Emery holds a B.S. from the University
of Virginia and an M.B.A. from the Darden Graduate School of Business Administration at the University of Virginia. Ms. Emery
also serves as President of Barings Corporate Investors, another closed-end management investment company advised by Barings.
PORTFOLIO
MANAGEMENT TEAM. Ms. Emery has primary responsibility for overseeing the investment of the Registrant’s portfolio, with
the day-to-day investment management responsibility of the Registrant’s portfolio being shared with the following Barings’
investment professional (together with the Portfolio Manager, the “Portfolio Team”).
Sean
Feeley is responsible for the day-to-day management of the Registrant’s public high yield and investment grade fixed
income portfolio. Mr. Feeley has been a Vice President of the Registrant since 2011. He is a portfolio manager for
Barings’ U.S. High Yield Investments Group. He is also a member of the firm’s U.S. High Yield Investment
Committee and the Global High Yield Allocation Committee. Mr. Feeley is responsible for the portfolio management of various
high yield bond total return strategies. Mr. Feeley has worked in the industry since 1996 and his experience has encompassed
the credit market across a variety of industries. Prior to joining Barings in 2003, he worked at Cigna Investment Management
in project finance and at Credit Suisse, where he worked in the leveraged finance group. Mr. Feeley holds a B.S. in
Accounting from Canisius College (magna cum laude) and an M.B.A. from Cornell University. He is a Certified Public Accountant
(inactive) and member of the CFA Institute. Mr. Feeley also serves as Vice President of Barings Corporate Investors and
President of Barings Global Short Duration High Yield Fund, both closed-end management investment companies advised by
Barings.
OTHER
ACCOUNTS MANAGED BY THE PORTFOLIO TEAM. The members of the Registrant's Portfolio Team also have primary responsibility for the
day-to-day management of other Barings advisory accounts, including, among others, closed-end and open-end investment companies,
private investment funds, MassMutual-affiliated accounts, as well as separate accounts for institutional clients. These advisory
accounts are identified below.
OTHER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGEMENT
TEAM.
|
|
|
|
|
|
|
|
|
NUMBER OF |
|
|
|
|
|
|
|
|
|
|
|
|
ACCOUNTS |
|
|
APPROXIMATE |
|
|
|
|
TOTAL |
|
|
|
|
WITH |
|
|
ASSET SIZE OF |
|
|
|
|
NUMBER |
|
|
APPROXIMATE |
|
PERFORMANCE- |
|
|
PERFORMANCE- |
PORTFOLIO |
|
ACCOUNT |
|
OF |
|
|
TOTAL ASSET |
|
BASED |
|
|
BASED ADVISORY |
TEAM |
|
CATEGORY |
|
ACCOUNTS |
|
|
SIZE1,
2 |
|
ADVISORY
FEE |
|
|
FEE
ACCOUNTS1, 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Christina |
|
Registered |
|
|
1 |
|
|
$371 |
|
|
0 |
|
|
$0 |
Emery |
|
Investment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Pooled |
|
|
6 |
|
|
$243 |
|
|
0 |
|
|
$0 |
|
|
Investment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vehicles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
12 |
|
|
$1,240 |
|
|
0 |
|
|
$0 |
|
|
Accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sean |
|
Registered |
|
|
7 |
|
|
$2,122 |
|
|
0 |
|
|
$0 |
Feeley |
|
Investment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Pooled |
|
|
9 |
|
|
$3,932 |
|
|
0 |
|
|
$0 |
|
|
Investment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vehicles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
26 |
|
|
$4,658 |
|
|
0 |
|
|
$0 |
|
|
Accounts |
|
|
|
|
|
|
|
|
|
|
|
|
| 1 | Account assets have been calculated as of December 31,
2021. |
| 2 | Account size in millions. |
MATERIAL
CONFLICTS OF INTEREST. The potential for material conflicts of interest may exist as the members of the Portfolio Management Team
have responsibilities for the day-to-day management of multiple advisory accounts. These conflicts may be heightened to the extent
the individual, Barings and/or an affiliate has an investment in one or more of such accounts. Barings has identified (and summarized
below) areas where material conflicts of interest are most likely to arise, and has adopted policies and procedures that it believes
are reasonable to address such conflicts.
Transactions
with Affiliates: From time to time, Barings or its affiliates, including MassMutual and its affiliates acts as principal, buys
securities or other investments for itself from or sells securities or other investments it owns to its advisory clients. Likewise,
Barings can either directly or on behalf of MassMutual, purchase and/or hold securities or other investments that are subsequently
sold or transferred to advisory clients. Barings has a conflict of interest in connection with a transaction where it or an
affiliate is acting as principal since it has an incentive to favor itself or its affiliates over its advisory clients in connection
with the transaction. To address the conflicts of interest, Barings has adopted a Global Principal Transactions, Cross Trades and
Other Affiliated Transactions Policy, which ensures any such transaction is consistent with Barings’ fiduciary obligations to
act in the best interests of its clients, including its ability to obtain best execution in connection with the transaction, and is
in compliance with applicable legal and regulatory requirements.
Cross
Trades: For some of its advisory clients, Barings can effect cross-trades whereby one advisory client buys securities or other
investments from or sells securities or other investments to another advisory client. Barings can also effect cross-trades involving
advisory accounts or funds in which it or its affiliates, including MassMutual, and their respective employees, have an ownership
interest or for which Barings is entitled to earn a performance fee. When Barings effects cross-trades there is an inherent conflict
of interest since Barings has an incentive to favor the advisory client or fund in which it or its affiliate has an ownership or
economic interest and/or is entitled to a performance fee. In order to address this conflict of interest, cross trades involving
advisory client accounts are required to comply with Barings Global Principal Transactions, Cross Trades and Other Affiliated
Transactions Policy, which ensures any affiliated transaction is consistent with all applicable regulatory requirements governing
such transactions and with Barings’ fiduciary obligations to the clients involved in any such transactions.
Loan
Origination Transactions: While Barings or its affiliates generally do not act as an underwriter or member of a syndicate in
connection with a securities offering, Barings or its affiliates (or an unaffiliated entity in which Barings or its affiliates have
an ownership interest) can act as an underwriter, originator, agent, or member of a syndicate in connection with the origination of
senior secured loans or other lending arrangements with borrowers, where such loans are purchased by Barings advisory clients during
or after the original syndication. Barings advisory clients purchase such loans directly from Barings or its affiliates (or an
unaffiliated entity in which Barings or its affiliates have an ownership interest) or from other members of the lending syndicate.
In connection with such loan originations, Barings or its affiliates, either directly or indirectly, receive underwriting,
origination, or agent fees. As a result, Barings has a conflict of interest in connection with such loan origination transactions
since it has an incentive to base its investment recommendation to its advisory clients on the amount of compensation, underwriting,
origination or agent fees it would receive rather than on its advisory clients’ best interests. To address the conflict of
interest, Barings has adopted a Global Principal Transactions, Cross Trades and Other Affiliated Transactions Policy, which ensures
any such transaction is consistent with Barings’ fiduciary obligations to act in the best interests of its clients, including
its ability to obtain best execution in connection with the transaction, and is in compliance with applicable legal and regulatory
requirements.
Investments
by Advisory Clients: Barings has the ability to invest client assets in securities or other investments that are also held by (i)
Barings or its affiliates, including MassMutual, (ii) other Barings advisory accounts, (iii) funds or accounts in which Barings or its
affiliates or their respective employees have an ownership or economic interest or (iv) employees of Barings or its affiliates. Barings
also has the ability, on behalf of its advisory clients, to invest in the same or different securities or instruments of issuers in which
(a) Barings or its affiliates, including MassMutual, (b) other Barings advisory accounts, (c) funds or accounts in which Barings, its
affiliates, or their respective employees have an ownership or economic interest or (d) employees of Barings or its affiliates, have
an ownership interest as a holder of the debt, equity or other instruments of the issuer. Barings has a conflict of interest in connection
with any such transaction since investments by its advisory clients can directly or indirectly benefit Barings and/or its affiliates
and employees by potentially increasing the value of the securities or instruments it holds in the issuer. Any investment by Barings
on behalf of its advisory clients will be consistent with its fiduciary obligations to act in the best interests of its advisory clients,
and otherwise be consistent with such clients’ investment objectives and restrictions.
Barings
or its affiliates can recommend that clients invest in registered or unregistered investment companies, including private investment
funds such as hedge funds, private equity funds or structured funds (i) advised by Barings or an affiliate, (ii) in which Barings, an
affiliate or their respective employees has an ownership or economic interest or (iii) with respect to which Barings or an affiliate
has an interest in the entity entitled to receive the fees paid by such funds. Barings has a conflict of interest in connection with
any such recommendation since it has an incentive to base its recommendation to invest in such investment companies or private funds
on the fees that Barings or its affiliates would earn as a result of the investment by its advisory clients in the investment companies
or private funds. Any recommendation to invest in a Barings advised fund or other investment company will be consistent with Barings’
fiduciary obligations to act in the best interests of its advisory clients, consistent with such clients’ investment objectives
and restrictions. In certain limited circumstances, Barings offers to clients that invest in private investment funds that it advises
an equity interest in entities that receive advisory fees and carried profits interest from such funds.
Employee
Co-Investment: Barings permits certain of its portfolio managers and other eligible employees to invest in certain private investment
funds advised by Barings or its affiliates and/or share in the performance fees received by Barings from such funds. If the portfolio
manager or other eligible employee was responsible for both the portfolio management of the private fund and other Barings advisory accounts,
such person would have a conflict of interest in connection with investment decisions since the person has an incentive to direct the
best investment ideas, or to allocate trades, in favor of the fund in which he or she is invested or otherwise entitled to share in the
performance fees received from such fund. To address the conflicts of interest, Barings has adopted a Side by Side Management of Private
Investment Funds and Other Advisory Accounts Policy which requires, among others things, that Barings treat each of its advisory clients
in a manner consistent with its fiduciary obligations and prohibits Barings from favoring any particular advisory account as a result
of the ownership or economic interests of Barings, its affiliates or employees, in such advisory account. Any investment by a Barings
employee in one of its private funds is also governed by Barings’ Global Employee Co-Investment Policy, which ensures that any
co-investment by a Barings employee is consistent with Barings’ Global Code of Ethics Policy, as summarized above.
Management
of Multiple Accounts: As noted above, Barings’ portfolio managers are often responsible for the day-to-day management of multiple
accounts, including, among others, separate accounts for institutional clients, closed-end and open-end registered investment companies,
and/or private investment funds (such as hedge funds, private equity funds and structured funds), as well as for proprietary accounts
of Barings and its affiliates, including MassMutual and its affiliates. The potential for material conflicts of interest exist whenever
a portfolio manager has responsibility for the day-to-day management of multiple advisory accounts. These conflicts are heightened to
the extent a portfolio manager is responsible for managing a proprietary account for Barings or its affiliates or where the portfolio
manager, Barings and/or an affiliate has an investment in one or more of such accounts or an interest in the performance of one or more
of such accounts (e.g., through the receipt of a performance fee).
Investment
Allocation: Such potential conflicts include those relating to allocation of investment opportunities. For example, it is possible
that an investment opportunity is suitable for more than one account managed by Barings, but is not available in sufficient quantities
for all accounts to participate fully. Similarly, there can be limited opportunity to sell an investment held by multiple accounts. A
conflict arises where the portfolio manager has an incentive to treat an account preferentially because the account pays Barings or its
affiliates a performance-based fee or the portfolio manager, Barings or an affiliate has an ownership or other economic interest in the
account. As noted above, Barings also acts as an investment manager for certain of its affiliates, including MassMutual. These affiliate
accounts sometimes co-invest jointly and concurrently with Barings’ other advisory clients and therefore share in the allocation
of such investment opportunities. To address the conflicts of interest associated with the allocation of trading and investment opportunities,
Barings has adopted a Global Investment Allocation Policy and trade allocation procedures that govern the allocation of portfolio transactions
and investment opportunities across multiple advisory accounts, including affiliated accounts, which are summarized below under Item
12 – Brokerage Practices, Global Investment Allocation Policy. In addition, as noted above, to address the conflicts, Barings has
adopted a Side by Side Management of Private Investment Funds and Other Advisory Accounts Policy which requires, among others things,
that Barings treat each of its advisory clients in a manner consistent with its fiduciary obligations and prohibits Barings from favoring
any particular advisory account as a result/ of the ownership or economic interests of Barings, its affiliates or employees, in such
advisory accounts. Any investment by a Barings employee in one of its private funds is also governed by Barings’ Global Employee
Co-Investment Policy, which ensures that any co-investment by a Barings employee is consistent with Barings’ Global Code of Ethics
Policy, as summarized above.
Personal
Securities Transactions; Short Sales: Potential material conflicts of interest also arise related to the knowledge and timing of
an account’s trades, investment opportunities and broker or dealer selection. Barings and its portfolio managers have information
about the size, timing and possible market impact of the trades of each account they manage. It is possible that portfolio managers could
use this information for their personal advantage and/or to the advantage or disadvantage of various accounts which they manage. For
example, a portfolio manager could cause a favored account to “front run” an account’s trade or sell short a security
for an account immediately prior to another account’s sale of that security. To address these conflicts, Barings has adopted policies
and procedures, including a Global Short Sale Policy, which ensures that the use of short sales by Barings is consistent with Barings’
fiduciary obligations to its clients, a Side by Side Management of Private Investment Funds and Other Advisory Accounts Policy, which
requires, among other things, that Barings treat each of its advisory clients in a manner consistent with its fiduciary obligations and
prohibits Barings from favoring any particular account as a result of the ownership or economic interest of Barings, its affiliates or
employees and a Global Code of Ethics Policy, as summarized above.
Trade
Errors: Potential material conflicts of interest also arise if a trade error occurs in a client account. A trade error is deemed
to occur if there is a deviation by Barings from the applicable standard of care in connection with the placement, execution or settlement
of a trade for an advisory account that results in (1) Barings purchasing assets not permitted or authorized by a client’s investment
advisory agreement or otherwise failing to follow a client’s specific investment directives; (2) Barings purchasing or selling
the wrong security or the wrong amount of securities on behalf of a client’s account; or (3) Barings purchasing or selling assets
for, or allocating assets to, the wrong client account. When correcting these errors, conflicts of interest between Barings and its advisory
accounts arise as decisions are made on whether to cancel, reverse or reallocate the erroneous trades. In order to address the conflicts,
Barings has adopted a Global Client Account Errors Policy governing the resolution of trading errors, and will follow the Global Client
Account Errors Policy in order to ensure that trade errors are handled promptly and appropriately and that any action taken to remedy
an error places the interest of a client ahead of Barings’ interest.
Best
Execution; Directed or Restricted Brokerage: With respect to securities and other transactions (including, but not limited to, derivatives
transactions) for most of the accounts it manages, Barings determines which broker, dealer or other counterparty to use to execute each
order, consistent with its fiduciary duty to seek best execution of the transaction. Barings manages certain accounts, however, for clients
who limit its discretion with respect to the selection of counterparties or direct it to execute such client’s transactions through
a particular counterparty. In these cases, trades for such an account in a particular security or other transaction can be placed separately
from, rather than aggregated with, those in the same security or transaction for other accounts. Placing separate transaction orders
for a security or transaction can temporarily affect the market price of the security or transaction or otherwise affect the execution
of the transaction to the possible detriment of one or more of the other account(s) involved. Barings has adopted a Global Best Execution
Policy and a Global Directed or Restricted Brokerage Policy which are summarized below under Item 12 –Brokerage Practices, Counterparty
Selection/Recommendations and Directed/Restricted Brokerage.
As
discussed above, Barings employees have the ability to trade in securities that are purchased, held and sold by or on behalf of Barings’
advisory clients, subject to a number of limitations. See above for a discussion of restrictions on employee personal securities transactions
contained in Barings’ Global Code of Ethics.
Barings
and its portfolio managers or employees have other actual or potential conflicts of interest in managing an advisory account, and the
list above is not a complete description of every conflict of interest that could be deemed to exist.
COMPENSATION.
Compensation packages at Barings are structured such that key professionals have a vested interest in the continuing success of the firm.
Portfolio managers’ compensation is comprised of base salary and a discretionarily allocated incentive bonus, which includes a
performance-driven annual bonus, and may include a deferred long-term incentive bonus and also may contain a performance fee award. As
part of the firm’s continuing effort to monitor retention, Barings participates in annual compensation surveys of investment management
firms to ensure that Barings’ compensation is competitive with industry norms.
Base
Salary
The
base salary component is generally positioned at mid-market. Increases are tied to market, individual performance evaluations and budget
constraints.
Annual
Bonus - Short Term Incentive (STI)
The
annual bonus pool applies to all associates in the firm. Factors impacting the potential bonuses include but are not limited to: (i)
investment performance of funds/accounts managed by a portfolio manager, (ii) financial performance of Barings, (iii) client satisfaction
and (iv) teamwork. STI is typically paid in February/March following the performance year for which the award is based.
Long-Term
Incentives (LTI)
Barings’
long-term incentives are designed to share the long-term success of the firm and take the form of deferred cash awards, which may include
an award that resembles phantom restricted stock; linking the value of the award to a formula including Barings’ overall earnings.
A voluntary separation of service will generally result in a forfeiture of unvested LTI awards.
BENEFICIAL
OWNERSHIP: As of December 31, 2021, members of the Portfolio Management Team, beneficially owned the following dollar range of equity
securities in the Registrant:
Portfolio
Management Team: |
|
Dollar
Range of Beneficially Owned* Equity Securities of the Registrant: |
|
|
|
Christina
Emery |
|
$0 |
Sean
Feeley |
|
$0 |
*
Beneficial ownership has been determined in accordance with Rule 16(a)-1(a)(2) under the Securities Exchange Act of 1934, as amended.
ITEM
9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not
applicable for this filing.
ITEM
10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not
applicable for this filing.
ITEM
11. CONTROLS AND PROCEDURES.
|
(a) |
Assessment of the Registrant’s Control Environment |
The
Registrant’s disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports
that the Registrant files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the
Investment Company Act of 1940, as amended, is recorded, processed, summarized and reported within the time periods specified in the
rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that such information is accumulated and communicated to the Registrant’s management (“Management”),
including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required
disclosure. Management, including the principal executive officer and principal financial officer, recognizes that any set of controls
and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
Within
90 days prior to the filing date of the Shareholder Report on Form N-CSR, Management carried out an evaluation of the effectiveness of
the design and operation of the Registrant’s disclosure controls and procedures. Based on such evaluation, the principal executive
officer and principal financial officer concluded that certain of the Registrant’s disclosure controls and procedures were not
effective due to a material weakness. Specifically, a material weakness existed in the design and operation of controls to address the
accuracy of particular inputs used in the determination of the fair value of certain private equity investments in accordance with U.S.
GAAP; controls were not designed or maintained to review the accuracy of the selected EBITDA input for certain private equity investments
within the portfolio in which the equity issuer is a subcomponent of the reporting entity (consolidated parent). A material weakness
(as defined in Rule 12b-2 under the Exchange Act) is a deficiency, or a combination of deficiencies, in internal control over financial
reporting such that there is a reasonable possibility that a material misstatement of the Registrant’s annual or interim financial
statements will not be prevented or detected on a timely basis. This material weakness did not result in a misstatement of previously
issued financial statements. This material weakness resulted in audit adjustments, which adjustments are reflected in the financial statements
included herein, to decrease investments in unaffiliated securities at value and net change in unrealized appreciation (depreciation)
on investments in unaffiliated securities for the year ended December 31, 2021.
Management’s
Remediation Plan
Management
has implemented enhancements to the Registrant’s disclosure controls and procedures to remediate the material weakness described
above. Management has enhanced its review control by designing additional controls for equity investments managed by the private finance
team, to include separate reviews of equity valuations and financial inputs as well as additional internal sign offs throughout the process.
The
material weakness will not be considered fully remediated until the applicable controls operate for a sufficient period of time and Management
has concluded, through testing, that these enhanced controls are designed and operating effectively.
|
(b) |
Changes in Internal Controls |
There were no significant changes in the registrant’s internal control
over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940, as amended) that occurred during the period
covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting.
ITEM
12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
ITEM 13. EXHIBITS.
|
(a)(1) |
ANY
CODE OF ETHICS, OR AMENDMENTS THERETO, THAT IS THE SUBJECT OF DISCLOSURE REQUIRED BY ITEM 2, TO THE EXTENT THAT THE REGISTRANT INTENDS
TO SATISFY THE ITEM 2 REQUIREMENTS THROUGH THE FILING OF AN EXHIBIT. |
Not
applicable for this filing.
|
(a)(2) |
A
SEPARATE CERTIFICATION FOR EACH PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER OF THE REGISTRANT AS REQUIRED BY RULE
30a-2 UNDER THE ACT. |
Attached
hereto as EX-99.31.1
Attached
hereto as EX-99.31.2
|
(a)(3) |
ANY
WRITTEN SOLICITATION TO PURCHASE SECURITIES UNDER RULE 23c-1 UNDER THE ACT (17 CFR 270.23c-1) SENT OR GIVEN DURING THE PERIOD COVERED
BY THE REPORT BY OR ON BEHALF OF THE REGISTRANT TO 10 OR MORE PERSONS. |
Not
applicable for this filing.
|
(b) |
CERTIFICATIONS
PURSUANT TO RULE 302-2(b) UNDER THE ACT. |
Attached
hereto as EX-99.32
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant): |
Barings Participation Investors |
|
|
|
|
|
|
|
By: |
/s/ Christina Emery |
|
Christina Emery, President |
|
|
|
|
Date: |
April 13, 2022 |
|
|
|
|
Pursuant
to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By: |
/s/ Christina Emery |
|
|
Christina Emery, President |
|
|
|
|
Date: |
April 13, 2022 |
|
|
|
|
|
|
|
By: |
/s/ Jonathan Bock |
|
|
Jonathan Bock
Chief Financial Officer |
|
|
|
|
Date: |
April 13, 2022 |
|
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