noticeofannualmeetingof shareholdersandproxystatement · nominated mr. finke as an interested...

BARINGS GLOBAL SHORT DURATIONHIGH YIELD FUND

Notice of Annual Meeting ofShareholders and Proxy Statement

TIMEThursday, August 8, 2019

At 2:00 p.m.

PLACEBarings LLC

300 South Tryon StreetExecutive Board Room, Suite 2600

Charlotte, NC 28202

Detailed information about each proposal is contained in theenclosed materials. Whether or not you plan to attend themeeting, your vote is important. Voting is quick and easy. Pleaseeither: (i) date, fill in, and sign the enclosed proxy card and mailin the enclosed return envelope which requires no postage ifmailed in the United States or (ii) vote on the internet byfollowing the instructions in the notice and proxy card.

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BARINGS GLOBAL SHORT DURATION HIGH YIELD FUNDCharlotte, North Carolina

Dear Shareholder:

The enclosed proxy materials relate to the 2019 Annual Meeting of Shareholders(the “Meeting”) of Barings Global Short Duration High Yield Fund (“BGH” or the“Fund”) which will be held at Barings LLC, 300 South Tryon Street, ExecutiveBoard Room, Suite 2600, Charlotte, North Carolina 28202, at 2:00 p.m., EasternTime, on Thursday, August 8, 2019.

A Notice and a Proxy Statement regarding the Meeting, a proxy card for your voteat the Meeting, and a postage prepaid envelope in which to return your proxy cardare enclosed.

Whether or not you plan to attend the Meeting in person, we earnestly requestyou vote your shares by returning the enclosed proxy card or by voting on theinternet. We ask you vote promptly in order to avoid the additional expense offurther solicitation. If you later find that you can be present in person, you may, ifyou wish, revoke your proxy then and vote your shares in person.

At the Meeting, shareholders will be asked to elect two Trustees. The Board ofTrustees recommends that shareholders elect the nominated Trustees.

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

Sincerely,

Rodney J. DillmanChairman

BARINGS GLOBAL SHORT DURATION HIGH YIELD FUND

300 South Tryon Street, Suite 2500Charlotte, North Carolina 28202

Notice of Annual Meeting of Shareholders

To the Shareholders ofBarings Global Short Duration High Yield Fund:

The Annual Meeting of Shareholders (the “Meeting”) of Barings Global ShortDuration High Yield Fund (“BGH” or the “Fund”) will be held at Barings LLC, 300South Tryon Street, Executive Board Room, Suite 2600, Charlotte, North Carolina28202, on Thursday, August 8, 2019, at 2:00 p.m., Eastern Time, for the followingpurpose:

PROPOSAL 1: to elect as Trustees Thomas M. Finke and Bernard A.Harris, Jr. for three-year terms or until their respectivesuccessors are duly elected and qualified.

Shareholders may also be asked to transact such other business as may properlycome before the Meeting or any adjournment thereof.

The Board recommends that you vote “FOR” Proposal 1.

Holders of record of the shares of beneficial interest of the Fund at the close ofbusiness on June 3, 2019 are entitled to vote at the Meeting or any adjournmentthereof.

Detailed information about Proposal 1 is contained in the enclosed materials.

Your vote is important. Voting is quick and easy. If you attend the Meeting, youmay vote your shares in person. Whether or not you intend to attend the Meetingin person, you may vote in any of the following ways:

1. Internet: Have your proxy card available. Vote on the internet byaccessing the website address on your proxy card. Enter your controlnumber from your proxy card. Follow the instructions found on thewebsite; or

2. Mail: Sign and return your proxy card in the enclosed postage-paidenvelope.

Every vote counts.

By order of theBoards of Trustees,

Janice M. BishopSecretary and Chief Legal Officer

Charlotte, North CarolinaJune 21, 2019

Please vote your proxy on the internet or complete, date, and sign the proxy card for the sharesheld by you and return the proxy card in the envelope provided so that your vote can berecorded. It is important that you vote your proxy promptly, regardless of the size of yourholdings, so that a quorum may be assured.


Proxy Statement

This Proxy Statement is furnished in connection with the solicitation of proxies bythe Board of Trustees of Barings Global Short Duration High Yield Fund (“BGH” orthe “Fund”) for use at the Annual Meeting of its Shareholders (the “AnnualMeeting” or “Meeting”), to be held at Barings LLC (“Barings”), 300 South TryonStreet, Executive Board Room, Suite 2600, Charlotte, North Carolina 28202, onThursday, August 8, 2019, at 2:00 p.m., Eastern Time.

This Proxy Statement and the accompanying letter to shareholders from theChairman of the Board of Trustees, Notice of Annual Meeting of Shareholders, andproxy card are being mailed on or about June 21, 2019, to shareholders of recordon June 3, 2019, the “record date.” The Fund’s principal business office isc/o Barings, 300 South Tryon Street, Suite 2500, Charlotte, North Carolina 28202.

Holders of the shares of beneficial interest of the Fund (“shares”) of record at theclose of business on June 3, 2019 will be entitled to one vote per share on allbusiness of the Meeting and any adjournments thereof. There were 20,057,849shares of BGH outstanding on the record date.

The Fund has engaged Broadridge Financial Solutions, Inc. (“Broadridge”) toprovide shareholder meeting services, including tabulation and tracking. Shouldyou have any questions about this Proxy Statement, please contact the Fund bycalling (toll-free) 1-866-399-1516.

Important Notice regarding the availability of Proxy Materials for the AnnualMeeting to be held on Thursday, August 8, 2019. The Proxy Statement isavailable on https://www.proxyvote.com or on the Fund’s website underDocuments at https://www.barings.com/bgh.

1

PROPOSAL 1

ELECTION OF TRUSTEES

The Board of Trustees (the “Board”), which oversees the Fund, provides broadsupervision over the affairs of the Fund. Those Trustees who are not “interestedpersons” (as defined in the Investment Company Act of 1940, as amended (the“1940 Act”)) of the Fund or of Barings are referred to as “Independent Trustees”throughout this Proxy Statement. Barings is responsible for the investmentmanagement of the Fund’s assets and for providing a variety of other administrativeservices to the Fund. The officers of the Fund are responsible for its operations.

Under the provisions of the Fund’s Declaration of Trust, the Trustees are dividedinto three classes, each having a term of three years. The Board is currentlycomprised of six Trustees, five of whom are Independent Trustees, with termsexpiring in 2019, 2020 and 2021. The terms of Thomas M. Finke and Bernard A.Harris, Jr. expire this year. The Fund’s Nominating and Governance Committeenominated Mr. Finke as an Interested Trustee and Mr. Harris as an IndependentTrustee for re-election to the Board for three-year terms. Messrs. Finke and Harrishave been nominated for re-election as Trustees for the class whose term will expireat the 2022 annual meeting of shareholders (or special meeting in lieu thereof) tohold office until their successors are duly elected and qualified and each has agreedto serve as a Trustee of the Fund if elected. The Board recommends that you votein favor of their election.

Information Concerning Trustees, Nominees for Trustee and Officers

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

For purposes of the following Trustee tables, the term “Fund Complex” includesthe Fund, Barings Corporate Investors, Barings Participation Investors, BaringsFunds Trust and Barings BDC, Inc.

2

Nam

e(A

ge),

Addr

ess

Posi

tion(

s)W

ithth

eFu

nd

Offic

eTe

rman

dLe

ngth

ofTim

eSe

rved

Prin

cipa

lOcc

upat

ions

Durin

gPa

st5

Year

s

Port

folio

sOv

erse

enin

Fund

Com

plex

Othe

rDire

ctor

ship

sHe

ldby

Dire

ctor

Tho

mas

M.F

inke

(55)

300

Sou

thT

ryon

Stre

etSu

ite

2500

Ch

arlo

tte,

NC

2820

2

Tru

stee

/N

omin

eeT

erm

expi

res

2019

;Tru

stee

sin

ce20

13

Ch

airm

anan

dC

hie

fExe

cuti

veO

ffic

er(s

ince

2008

),M

embe

rof

the

Boa

rdof

Man

ager

s(s

ince

2006

),P

resi

den

t(2

007-

2008

),M

anag

ing

Dir

ecto

r(2

002-

2008

),Ba

rin

gs;

and

Ch

ief

Inve

stm

ent

Off

icer

and

Exe

cuti

veV

ice

Pre

side

nt

(200

8-20

11),

Mas

sach

use

tts

Mu

tual

Lif

eIn

sura

nce

Com

pan

y.

10T

rust

ee(s

ince

2013

),B

arin

gsF

un

dsT

rust

(ope

n-e

nd

inve

stm

ent

com

pan

yad

vise

dby

Bar

ings

);D

irec

tor

(sin

ce20

18),

Bari

ngs

BDC

,In

c.(a

busi

nes

sde

velo

pmen

tcom

pan

ym

anag

edby

Bar

ings

);C

hai

rman

(201

2-20

15),

Dir

ecto

r(s

ince

2008

),Ba

rin

gs(U

.K.)

Lim

ited

(in

vest

men

tad

viso

ryfi

rm);

Dir

ecto

r(s

ince

2008

),B

arin

gsG

uer

nse

yL

imit

ed(h

oldi

ng

com

pan

y);

Vic

eC

hai

rman

and

Man

ager

(sin

ce20

11),

MM

Ass

etM

anag

emen

tH

oldi

ng

LL

C(h

oldi

ng

com

pan

y);

Dir

ecto

r(s

ince

2004

),Je

ffer

ies

Fin

ance

LL

C(f

inan

ceco

mpa

ny)

;M

anag

er(s

ince

2005

),L

oan

Stra

tegi

esM

anag

emen

t,L

LC

(gen

eral

part

ner

ofan

inve

stm

ent

fun

d);

Man

ager

(sin

ce20

05),

Jeff

erie

sF

inan

ceC

PF

un

din

gL

LC

(in

vest

men

tco

mpa

ny)

;C

hai

rman

and

Dir

ecto

r(2

012-

2015

),Ba

rin

gsG

loba

lA

dvis

ers

Lim

ited

(in

vest

men

tad

viso

ryfi

rm);

Man

ager

(201

1-20

16),

Woo

dC

reek

Cap

ital

Man

agem

ent,

LL

C(i

nve

stm

ent

advi

sory

firm

);C

hai

rman

and

Man

ager

(200

7-20

16),

Bar

ings

Rea

lE

stat

eA

dvis

ers

LL

C(r

eal

esta

tead

viso

ryfi

rm);

Man

ager

(200

7-20

15),

Cre

dit

Stra

tegi

esM

anag

emen

tL

LC

(gen

eral

part

ner

ofan

inve

stm

ent

fun

d);

and

Man

ager

(200

4-20

12),

Cla

ssC

Mem

ber

LL

C(e

quit

yh

oldi

ng

com

pan

y).

INTE

REST

EDTR

USTE

E

3

Nam

e(A

ge),

Addr

ess

Posi

tion(

s)W

ithth

eFu

nd

Offic

eTe

rman

dLe

ngth

ofTim

eSe

rved

Prin

cipa

lOcc

upat

ions

Durin

gPa

st5

Year

s

Port

folio

sOv

erse

enin

Fund

Com

plex

Othe

rDire

ctor

ship

sHe

ldby

Dire

ctor

Rod

ney

J.D

illm

an(6

6)

300

Sou

thT

ryon

Stre

etSu

ite

2500

Ch

arlo

tte,

NC

2820

2

Tru

stee

,C

hai

rman

Ter

mex

pire

s20

21;T

rust

eesi

nce

2012

Ret

ired

(sin

ce20

12);

Dep

uty

Gen

eral

Cou

nse

l(2

011-

2012

),Se

nio

rV

ice

Pre

side

nt

(200

8-20

12),

Vic

eP

resi

den

t(2

000-

2008

),M

assa

chu

sett

sM

utu

alL

ife

Insu

ran

ceC

ompa

ny;

Mem

ber

ofth

eBo

ard

ofD

irec

tors

and

Pre

side

nt

(200

8-20

11),

Mas

sMu

tual

Inte

rnat

ion

alL

LC

;an

dG

ener

alC

oun

sel

(200

6-20

08),

Bab

son

Cap

ital

Man

agem

ent

LL

C(c

urr

entl

ykn

own

asBa

rin

gs).

9T

rust

ee(s

ince

2013

),B

arin

gsF

un

dsT

rust

(ope

n-e

nd

inve

stm

ent

com

pan

yad

vise

dby

Bar

ings

);an

dD

irec

tor

(201

6-20

17),

Soci

alR

eali

ty,

Inc.

(dig

ital

plat

form

tech

nol

ogy

and

man

agem

ent

soft

war

eco

mpa

ny

for

inte

rnet

adve

rtis

ing)

.

Ber

nard

A.H

arri

sJr.

(63)

300

Sou

thT

ryon

Stre

etSu

ite

2500

Ch

arlo

tte,

NC

2820

2

Tru

stee

/N

omin

eeT

erm

expi

res

2019

;Tru

stee

sin

ce20

12

Ch

ief

Exe

cuti

veO

ffic

er(s

ince

2018

),N

atio

nal

Mat

han

dSc

ien

ceIn

itia

tive

;C

hie

fE

xecu

tive

Off

icer

and

Man

agin

gP

artn

er(s

ince

2002

),V

esal

ius

Ven

ture

s,In

c.;

Dir

ecto

ran

dP

resi

den

t(s

ince

1998

),T

he

Spac

eA

gen

cy;

Pre

side

nt

(sin

ce19

99),

Th

eH

arri

sF

oun

dati

on;

and

Cli

nic

alSc

ien

tist

,F

ligh

tSu

rgeo

nan

dA

stro

nau

t(1

986-

1996

),N

ASA

.

9T

rust

ee(s

ince

2013

),B

arin

gsF

un

dsT

rust

(ope

n-e

nd

inve

stm

ent

com

pan

yad

vise

dby

Bar

ings

);D

irec

tor

(sin

ce20

16),

AIM

IS,

Inc.

(Am

eric

anIn

stit

ute

ofM

inim

ally

Inva

sive

Surg

ery,

aned

uca

tor

ofad

van

ced

surg

ical

tech

niq

ues

for

wom

en’s

hea

lth

spec

iali

sts)

;T

rust

ee(2

015-

2017

)F

orw

ard

Fu

nds

(ope

n-e

nd

inve

stm

ent

com

pan

y);

Dir

ecto

r(s

ince

2012

),E

-Car

dio,

Inc.

(pro

vide

sse

rvic

esfo

rca

rdia

cm

onit

orin

g);

Tru

stee

(201

1-20

15),

Sali

ent

Mid

stre

am&

ML

PF

un

d(c

lose

d-en

din

vest

men

tco

mpa

ny)

;T

rust

ee(s

ince

2011

),Sa

lien

tM

LP

&E

ner

gyIn

fras

tru

ctu

reF

un

d(m

utu

alfu

nd)

;D

irec

tor

(sin

ce20

09),

Mon

ebo

Tec

hn

olog

ies

Inc.

(med

ical

tech

nol

ogy

desi

gnco

mpa

ny)

;D

irec

tor

(sin

ce20

09),

Th

eE

ndo

wm

ent

Fu

nd;

and

Dir

ecto

r(s

ince

2008

),U

.S.

Ph

ysic

alT

her

apy,

Inc.

(NY

SE:U

SPH

).

INDE

PEND

ENT

TRUS

TEES

4

Nam

e(A

ge),

Addr

ess

Posi

tion(

s)W

ithth

eFu

nd

Offic

eTe

rman

dLe

ngth

ofTim

eSe

rved

Prin

cipa

lOcc

upat

ions

Durin

gPa

st5

Year

s

Port

folio

sOv

erse

enin

Fund

Com

plex

Othe

rDire

ctor

ship

sHe

ldby

Dire

ctor

Tho

mas

W.O

kel(

56)

300

Sou

thT

ryon

Stre

etSu

ite

2500

Ch

arlo

tte,

NC

2820

2

Tru

stee

Ter

mex

pire

s20

20;T

rust

eesi

nce

2012

Exe

cuti

veD

irec

tor

(201

1-20

19),

Cat

awba

Lan

dsC

onse

rvan

cy;

and

Glo

bal

Hea

dof

Syn

dica

ted

Cap

ital

Mar

kets

(199

8-20

10),

Ban

kof

Am

eric

aM

erri

llL

ynch

.

10T

rust

ee(s

ince

2013

),B

arin

gsF

un

dsT

rust

(ope

n-e

nd

inve

stm

ent

com

pan

yad

vise

dby

Bar

ings

);D

irec

tor

(sin

ce20

18),

Bari

ngs

BDC

,In

c.(b

usi

nes

sde

velo

pmen

tco

mpa

ny

man

aged

byB

arin

gs);

and

Tru

stee

(sin

ce20

15),

Hor

izon

Fu

nds

(mu

tual

fun

dco

mpl

ex).

Cyn

thia

R.P

louc

hé(6

2)

300

Sou

thT

ryon

Stre

etSu

ite

2500

Ch

arlo

tte,

NC

2820

2

Tru

stee

Ter

mex

pire

s20

20;T

rust

eesi

nce

2017

Ass

esso

r(2

014-

2018

),M

orai

ne

Tow

nsh

ip(p

rope

rty

asse

ssm

ent)

;an

dSe

nio

rP

ortf

olio

Man

ager

(200

6-20

12),

Wil

liam

sC

apit

alM

anag

emen

t,L

LC

(ass

etm

anag

emen

t).

9T

rust

ee(s

ince

2017

),B

arin

gsF

un

dsT

rust

(ope

n-e

nd

inve

stm

ent

com

pan

yad

vise

dby

Bar

ings

);T

rust

ee(s

ince

2014

),N

orth

ern

Tru

stF

un

ds(m

utu

alfu

nd

com

plex

);an

dT

rust

ee(2

001-

2017

),A

XA

VIP

Tru

st(m

utu

alfu

nd

com

plex

).

Mar

tin

A.S

umic

hras

t(52

)

300

Sou

thT

ryon

Stre

etSu

ite

2500

Ch

arlo

tte,

NC

2820

2

Tru

stee

Ter

mex

pire

s20

21;T

rust

eesi

nce

2012

Ch

airm

anan

dC

hie

fE

xecu

tive

Off

icer

(sin

ce20

16),

Dir

ecto

r(s

ince

2015

)C

bdM

D,

Inc.

,f/

k/a

asL

evel

Bra

nds

,In

c.(N

YSE

:Y

CB

D;

aco

nsu

mer

stap

les

com

pan

ysp

ecia

lizi

ng

inC

BD

);M

anag

ing

Par

tner

and

Pri

nci

pal

(sin

ce20

13),

Ston

eSt

reet

Par

tner

s,L

LC

(mer

chan

tba

nki

ng)

;an

dM

anag

ing

Dir

ecto

r(s

ince

2012

),W

ash

ingt

onC

apit

al,

LL

C(f

amil

yof

fice

).

9T

rust

ee(s

ince

2013

),B

arin

gsF

un

dsT

rust

(ope

n-e

nd

inve

stm

ent

com

pan

yad

vise

dby

Bar

ings

);C

hai

rman

and

Dir

ecto

r(2

014-

2017

),K

ure

Cor

p.(r

etai

l).

INDE

PEND

ENT

TRUS

TEES

5

Nam

e(A

ge),

Addr

ess

Posi

tion(

s)W

ithth

eFu

nd

Offic

eTe

rm*

and

Leng

thof

Time

Serv

edPr

inci

palO

ccup

atio

ns(s

)Dur

ing

Past

5Ye

ars

Sean

Feel

ey(5

2)

300

Sou

thT

ryon

Stre

etSu

ite

2500

Ch

arlo

tte,

NC

2820

2

Pre

side

nt

Sin

ce20

17V

ice

Pre

side

nt(

2012

-201

7)of

the

Fu

nd;

Man

agin

gD

irec

tor

(sin

ce20

03),

Bari

ngs

;Vic

eP

resi

den

t(s

ince

2011

),B

arin

gsC

orpo

rate

Inve

stor

san

dB

arin

gsP

arti

cipa

tion

Inve

stor

s(c

lose

d-en

din

vest

men

tco

mpa

nie

sad

vise

dby

Bari

ngs

);an

dV

ice

Pre

side

nt

(sin

ce20

11),

CI

Subs

idia

ryT

rust

and

PI

Subs

idia

ryT

rust

.

Car

lene

Pollo

ck(5

2)

300

Sou

thT

ryon

Stre

etSu

ite

2500

Ch

arlo

tte,

NC

2820

2

Ch

ief

Fin

anci

alO

ffic

erSi

nce

2016

Ass

ista

nt

Tre

asu

rer

(201

5-20

16)

ofth

eF

un

d;D

irec

tor

(sin

ce20

15),

Bar

ings

;C

hie

fF

inan

cial

Off

icer

(sin

ce20

16),

Ass

ista

nt

Tre

asu

rer

(201

5-20

16),

Bar

ings

Fu

nds

Tru

st(o

pen

-en

din

vest

men

tco

mpa

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7

The following provides an overview of the considerations that led the Board toconclude that each individual serving as a Trustee or nominee for Trustee of theFund should so serve. The current members of the Board have joined the Board atdifferent points in time since 2012. Generally, no one factor was decisive in theoriginal selection of an individual to join the Board. Among the attributes commonto all Trustees is their ability to review critically, evaluate, question and discussinformation provided to them, to interact effectively with the Fund’s investmentadviser, counsel and independent auditors, and to exercise effective businessjudgment in the performance of their duties as Trustees. In recommending theelection or appointment of the current Board members as Trustees, the Nominatingand Governance Committee generally considered (i) the educational, business andprofessional experience of each individual; (ii) the individual’s record of service asa director or trustee of public or private organizations; and (iii) how the individual’sskills, experience and attributes would contribute to an appropriate mix of relevantskills and experience on the Board. The Nominating and Governance Committeealso considered that during their service as members of the Board, the Trustees havedemonstrated a high level of diligence and commitment to the interests of theFund’s shareholders and the ability to work effectively and collegially with othermembers of the Board.

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

Rodney J. Dillman – Mr. Dillman brings over 15 years of experience in investmentmanagement, global business development, global political and economic riskmanagement, international acquisitions, global operations and financial reporting.He currently serves as Trustee of Baring Funds Trust, an open-end investmentcompany advised by Barings. Previously, Mr. Dillman served as President ofMassMutual International LLC, an international life insurance, health, annuities andpension company, and General Counsel of Babson Capital Management LLC(currently known as Barings). Prior to joining Babson Capital Management LLC, hewas a Partner at Day Pitney LLP, a law firm. He has served as a director to manyinsurance, public and private companies, including Social Reality, Inc., YingdaTaihe Life Insurance Co., MassMutual Life Insurance Company, MassMutualMercuries Life Insurance Company, MassMutual Asia Limited, The MassMutualTrust Company and Jefferies Finance LLC. He is the author of The Lease Manual: APractical Guide to Negotiating Office, Rental and Industrial Leases. He holds a Bachelor ofScience in Education from Kent State University, a Masters of Arts in Economicsfrom Kent State University Graduate School of Management and a Juris Doctor fromDuke University School of Law.

Thomas M. Finke – Mr. Finke brings over 30 years of executive and boardexperience in the banking and investment management industries. He currentlyserves as Chairman and Chief Executive Officer of Barings. Previously, he served asPresident of Barings, Executive Vice President and Chief Investment Officer ofMassachusetts Mutual Life Insurance Company, Co-Founder and President of First

8

Union Institutional Debt Management and Vice President at Bear, Stearns & Co.Mr. Finke currently serves as Trustee of Barings Funds Trust, an open-endinvestment company advised by Barings, Director of Barings (U.K.) Limited andDirector of Barings BDC, Inc., a business development company managed byBarings. Mr. Finke also serves as a Member of the Board of Directors of theStructured Finance Industry Syndications and Trading Association. He formerlyserved as Chairman and Director of Barings Global Advisers Limited, Chairman andManager of Barings Real Estate Advisers LLC, Manager of Wood Creek CapitalManagement, LLC and as a founding member of the Board of Directors of the LoanSyndicates and Trading Association. He holds a Bachelor of Science from theUniversity of Virginia’s McIntire School of Commerce and a Masters in BusinessAdministration from Duke University’s Fuqua School of Business.

Bernard A. Harris, Jr. – Dr. Harris brings substantial executive, board andoperations experience to the Fund. He currently serves as Chief Executive Officerand Director of the National Math and Science Initiative, a non-profit organizationfocused on increasing student opportunities and achievement and teachingeffectiveness in STEM education, President of The Space Agency, President of TheHarris Foundation and Chief Executive Officer and Managing Partner of VesaliusVentures, Inc., a venture capital firm investing in early and mid-stage healthcaretechnologies and companies. He previously served as a Clinical Scientist, FlightSurgeon and Astronaut for NASA. Dr. Harris currently serves as director or trusteeof several registered investment companies and other public and privateorganizations, including Barings Funds Trust, an open-end investment companyadvised by Barings, AIMIS, Inc., the Endowment Fund, Salient Midstream & MLPFund, Salient MF Trust, Forward Funds, Monebo Technologies Inc., RMDNetworks, Inc., U.S. Physical Therapy, Inc., E-Cardio, Inc. and ConstellationServices International. He formerly served as director to Counselors to America’sSmall Business, Sterling Bancshares and Houston Angel Network. Dr. Harris holdsseveral faculty appointments, including as an Associate Professor at the Universityof Texas Medical Branch and Baylor College of Medicine. He has authored andco-authored numerous articles in scientific publications. He holds a Bachelor ofScience in Biology from the University of Houston, a Masters of Medical Sciencefrom the University of Texas Medical Branch at Galveston, a Masters of BusinessAdministration from the University of Houston and a Doctorate of Medicine fromthe Texas Tech University School of Medicine. He is the recipient of severalhonorary doctorates from Stony Brook University, Morehouse School of Medicine,New Jersey Institute of Technology, Washington and Jefferson College, WorcesterPolytechnic Institute, Indiana Institute of Technology and the University ofHartford. Dr. Harris also has been the recipient of numerous awards, including theNASA Space Flight Medal, the NASA Award of Merit and the 2000 Horatio AlgerAward.

Thomas W. Okel – Mr. Okel brings over 20 years of experience in the underwriting,structuring, distribution and trading of debt used for corporate acquisitions,leveraged buyouts, recapitalizations and refinancings. He previously served as

9

Executive Director of Catawba Lands Conservancy, a non-profit land trust. Prior tojoining Catawba Lands Conservancy, he served as Global Head of SyndicatedCapital Markets at Bank of America Merrill Lynch, where he managed capitalmarkets, sales, trading and research for the United States, Europe, Asia and LatinAmerica. He currently serves as trustee or director of several public companies andnon-profit organizations, including as Trustee of Barings Funds Trust, an open-endinvestment company advised by Barings, Director of Barings BDC, Inc., a businessdevelopment company managed by Barings, and Trustee of the Horizon Funds, amutual fund complex. He previously served as Trustee of Davidson College andDirector of CrossRoads Corporation for Affordable Housing and CommunityDevelopment, Inc. Mr. Okel holds a Bachelor of Arts in Economics from DavidsonCollege and a Masters of Management, Finance, Accounting and Marketing fromthe J.L. Kellog Graduate School of Management at Northwestern University.

Cynthia R. Plouché – Ms. Plouché brings over 32 years of experience in financialservices, asset management, the function, governance and oversight of mutual fundboards, and operations of fund advisers and service providers. She currently servesas Trustee of Barings Funds Trust, an open-end investment company advised byBarings, and Northern Trust Funds, a mutual fund complex. She previously servedas an Assessor for Moraine Township (IL), a Senior Portfolio Manager for WilliamsCapital Management, LLC, Chief Investment Officer and Managing Director ofBlaylock-Abacus Asset Management and a Portfolio Manager for Equitable CapitalManagement Corporation. She formerly served as a Trustee and member of theAudit Committee of AXA VIP Trust, a mutual fund complex. Ms. Plouché holds aBachelor of Arts in Psychology and Social Relations from Harvard University and aMasters in Business Administration from the Wharton School at the University ofPennsylvania.

Martin A. Sumichrast – Mr. Sumichrast brings over 25 years of experience ininvesting and providing business advisory services to corporations in the UnitedStates, Europe and Asia. He currently serves as Chairman, Chief Executive Officerand Director of CbdMD, Inc., f/k/a as Level Brands, Inc., a NYSE: American tradedpublic company, Managing Partner and Principal of Stone Street Partners, LLC, aCharlotte-based merchant banking operation, and Managing Director ofWashington Capital, LLC, a family owned office entity. He previously co-foundedand served as Chairman and Chief Executive Officer of Global Capital Partners,Inc., a diversified financial services holding company that had offices in the UnitedStates and Europe. He serves as Trustee of Barings Funds Trust, an open-endinvestment company advised by Barings, and previously served as a Director of KureCorp., Social Reality, Inc., and Jadeveon Clowney Help-In-Time Foundation. He isco-author of Opportunities in Finance Careers and The Complete Book of Homebuying.Mr. Sumichrast holds a Bachelor of Science from the University of Maryland.

10

Share Ownership of Trustees

As of May 31, 2019, the Trustees and Officers of the Fund individually beneficiallyowned less than one percent (1%) of the outstanding shares and as a groupbeneficially owned 0.39% of the outstanding shares. This information is based oninformation furnished by each Trustee and Officer. Beneficial ownership has beendetermined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Actof 1934, as amended (the “Exchange Act”). Also, as of May 31, 2019, Barings, theinvestment adviser to the Fund, beneficially owned 0.04% of the outstanding sharesand Baring International Investment Limited, the sub-adviser to the Fund (the“Sub-Adviser”), beneficially owned 0.00% of the outstanding shares.

The table below sets forth information regarding the beneficial ownership* of theFund’s shares held by each Trustee based on the market value of such shares as ofMay 31, 2019. Several Trustees also own shares of other Funds in theFund Complex, such as in Barings Funds Trust; however, such shares are notdisclosed below.

Dollar Ranges of Shares Owned by Trustees

Name of Nominee/Trustee

Dollar Rangeof Sharesin Fund

R. Dillman $50,001-$100,000T. Finke Over $100,000B. Harris $10,001-$50,000T. Okel $50,001-$100,000C. Plouché NoneM. Sumichrast None

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

Required Vote

If a quorum is present at the Meeting, the two nominees for election as Trusteeswho receive a plurality vote, meaning the greatest number of affirmative votes castby shareholders, will be elected as Trustees.

THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT THESHAREHOLDERS OF THE FUND VOTE TO ELECT EACH OF THE NOMINEES AS TRUSTEE OF THE FUND.

Board Leadership Structure

The Board is currently comprised of six Trustees, five of whom are IndependentTrustees. As discussed below, all of the standing committees of the Board, to whichthe Board has delegated certain authority and oversight responsibilities, arecomprised exclusively of Independent Trustees.

Mr. Dillman, who is not an “interested person” of the Fund, as defined inSection 2(a)(19) of the 1940 Act, serves as Chairman of the Board and Mr. Feeley,

11

who is an “interested person” of the Fund, serves as President. Mr. Dillman presidesat meetings of the Board and acts as a liaison with service providers, Officers, andother Trustees generally between meetings, and performs such other functions asmay be requested by the Board from time to time. The Board reviews its leadershipstructure periodically and believes that the leadership structure is appropriate toenable the Board to exercise its oversight of the Fund. The Board also believes thatits structure, including the active role of the other Independent Trustees, facilitatesan efficient flow of information concerning the management of the Fund to theIndependent Trustees.

The Board provides oversight of the services provided by Barings, including riskmanagement activities. In addition, each committee provides oversight of Barings’risk activities with respect to the particular activities within the committee’spurview. In the course of providing oversight, the Board and relevant committeesreceive a wide range of reports on the Fund’s activities, including the Fund’sinvestment portfolio, the compliance of the Fund with applicable laws, and theFund’s financial accounting and reporting. The Board and Audit Committee meetregularly with the Fund’s Chief Compliance Officer regarding the compliance of theFund with federal securities laws and the Fund’s internal compliance policies andprocedures. In addition, both the Audit Committee and the full Board regularlyreview information concerning risks specific to the Fund and Barings, includingpresentations by various Officers of the Fund, investment personnel for the Fund,Barings, the Sub-Adviser, the independent auditors for the Fund and counsel to theFund.

Information Concerning Committees and Meetings of the Board of Trustees

The Board has an Audit Committee and a Nominating and Governance Committee.

The Audit Committee is comprised exclusively of Trustees who are not “interestedpersons” of the Fund, as defined in Section 2(a)(19) of the 1940 Act, and operatespursuant to a written Audit Committee Charter, which is available on the Fund’swebsite at https://www.barings.com/assets/user/media/Babson_(BGH)_Audit_Committee_Charter1.pdf. A print copy of the Audit Committee Charter may also beobtained by calling, toll-free, 1-866-399-1516. The present members of the AuditCommittee are Dr. Bernard A. Harris, Jr. (Chairman), Thomas W. Okel and MartinA. Sumichrast. At the May 3, 2019 meeting, the Board elected all five independenttrustees to the Audit Committee commencing at the August 2019 meeting.

Each member of the Audit Committee qualifies as an “Independent Trustee” underthe current listing standards of the New York Stock Exchange and the rules of theU.S. Securities and Exchange Commission (“SEC”). In accordance with theapplicable SEC rules and upon due consideration of the qualifications of eachmember of the Audit Committee, the Board designated Dr. Harris, Mr. Okel andMr. Sumichrast as the Fund’s Audit Committee Financial Experts.

In accordance with the Audit Committee Charter, the Audit Committee isresponsible for oversight matters; financial statement and disclosure oversight

12

matters; matters related to the hiring, retention, and oversight of the Fund’sindependent accountants; certain accounting and audit related oversight matters;and certain other matters as set forth in the Audit Committee Charter. During thetwelve months ended June 30, 2019, the Audit Committee held six meetings.

The Nominating and Governance Committee is currently comprised of Martin A.Sumichrast (Chairman), Rodney J. Dillman and Cynthia R. Plouché, all of whom areIndependent Trustees. A current copy of the Nominating and Governance CommitteeCharter can be found on the Fund’s website at https://www.barings.com/assets/user/media/Nominating-and-Governance-Committee-Charter-BGH.pdf. During thetwelve months ended June 30, 2019, the Nominating and Governance Committeeheld two meetings.

The Nominating and Governance Committee is responsible for identifying andnominating individuals to serve as Trustees who are not “interested persons” of theFund (“Independent Trustees”). The Nominating and Governance CommitteeCharter contemplates that all nominees for Independent Trustee will have a collegedegree or, in the judgment of the Committee, equivalent business experience. Inaddition, the Committee may take into account a wide variety of factors inconsidering Trustee candidates, giving such weight to any individual factor(s) as itdeems appropriate, including but not limited to: availability and commitment of acandidate to attend meetings and perform his or her responsibilities on the Board;relevant industry and related experience; educational background; depth andbreadth of financial expertise; and an assessment of the candidate’s ability,judgment, expertise, reputation, and integrity. In the case of a shareholderrecommended candidate, the Committee may also consider any other facts andcircumstances attendant to such shareholder submission as may be deemedappropriate by the Committee. Different factors may assume greater or lessersignificance at particular times, in light of the Board’s present composition and theCommittee’s (or the Board’s) perceptions about future issues and needs.

When the Board has or expects to have a vacancy for an Independent Trustee, theNominating and Governance Committee will consider candidates recommended bythe Fund’s current Trustees; the Fund’s shareholders; the Fund’s Officers; theFund’s investment adviser; the Fund’s sub-adviser; and any other source theCommittee deems to be appropriate. Shareholder recommendations to fill vacancieson the Board for Independent Trustees must be submitted in accordance with theprovisions of the Nominating and Governance Committee Charter, which requiresthat shareholder recommendations be timely received and contain biographical andother necessary information regarding the candidate that would be required for theFund to meet its disclosure obligations under the proxy rules. The Nominating andGovernance Committee will evaluate nominee candidates properly submitted byshareholders in the same manner as it evaluates candidates recommended by othersources.

13

The Nominating and Governance Committee also considers, evaluates and makesrecommendations to the Board with respect to the structure, membership andfunction of the Board and the Committees thereof, including the compensation ofthe Trustees. In addition, the Committee also annually reviews the independenceof the Independent Trustees’ counsel.

During the twelve months ended June 30, 2019, the Board of Trustees held fiveregular meetings (one of which was held by means of a telephone conference call).During the twelve months ended June 30, 2019, each Trustee attended 100% of theBoard and applicable Committee meetings on which he or she served, with theexception of Thomas M. Finke, an “interested person” of the Fund, as defined inSection 2(a)(19) of the 1940 Act, who attended 80% of the Board meetings duringthe period.

Transactions with and Remuneration of Officers and Trustees

Pursuant to the Investment Management Agreement between the Fund and Barings(the “Contract”), Barings paid the compensation and expenses of the Fund’sOfficers and of all Trustees who were officers or employees of Barings.

The Trustees also serve as trustees of Barings Funds Trust. The followingcompensation represents the aggregate compensation payable by both the Fund andBarings Funds Trust. Trustees who are not officers or employees of Barings receivean annual retainer of $40,000. The Chairman of the Board receives an additionalretainer in the amount of $12,000 and the Chairman of the Audit Committeereceives an additional retainer in the amount of $8,000. Trustees who are notofficers or employees of Barings also receive a fee of $8,000 for each meeting of theBoard which they attend ($4,000 for each meeting conducted by telephoneconference call). Members of the Audit Committee and the Nominating andGovernance Committee receive an additional fee of $2,000 per meeting attended,including meetings conducted by telephone conference call. During thetwelve months ended June 30, 2019, the aggregate direct remuneration to theseTrustees and reimbursement of their out-of-pockets expenses paid by the Fund wasapproximately $86,150.

14

The following table discloses the compensation paid to the Fund’s Trustees (notincluding reimbursement for out-of-pocket expenses) for the twelve months endedJune 30, 2019. The Fund, Barings Corporate Investors, Barings ParticipationInvestors, Barings Funds Trust and Barings BDC, Inc. are collectively referred to inthe table below as the “Fund Complex.” The Trustees do not receive pension orretirement benefits.

Name of Trustee

AggregateCompensationfrom the Fund

TotalCompensationfrom Fund Complex

Rodney J. Dillman $17,452 $ 96,000*Thomas M. Finke None** None**Bernard A. Harris, Jr. 18,179 100,000*Thomas W. Okel 16,724 212,000*Cynthia R. Plouché 15,269 84,000*Martin A. Sumichrast 16,689 92,000*Total $84,313 $464,000

* Total compensation reflects compensation paid to each Trustee by the Fund and Barings Funds Trust. Mr. Okel alsoserves as director for Barings BDC, Inc, a business development company managed by Barings that has elected tobe treated as an investment company and is therefore in the Fund Complex.

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

AUDIT COMMITTEE REPORT

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

◾ Reviewed and discussed the audited financial statements for the fiscalyear ended December 31, 2018 with Management and Deloitte &Touche LLP (“Deloitte”), the Fund’s independent registered publicaccountants;

◾ Discussed with Deloitte those matters required to be discussed byPublic Company Accounting Oversight Board Auditing Standard 16(Communications with Audit Committees); and

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

15

The Audit Committee has reviewed the aggregate fees billed for professionalservices rendered by Deloitte for 2017 and 2018 for the Fund and for the non-auditservices provided to Barings, and Barings’ parent, Massachusetts Mutual LifeInsurance Company (“MassMutual”), for 2017 and 2018. As part of this review, theAudit Committee considered whether the provision of such non-audit services wascompatible with maintaining the principal accountant’s independence.

In reliance on the reviews and discussions referred to above, the Fund’s AuditCommittee presents this Report to the Board of Trustees and recommends that theBoard of Trustees (1) include the December 31, 2018 audited financial statementsin the Annual Report to shareholders for the period then ended and (2) file suchAnnual Report with the Securities and Exchange Commission and the New YorkStock Exchange.

The Fund’s Audit Committee appointed Deloitte as the Fund’s independentregistered public accountants for the fiscal year ending December 31, 2019 and, inconnection therewith, Deloitte will prepare all of the Fund’s tax returns for the fiscalyear ending December 31, 2019.

SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF TRUSTEES

Dr. Bernard A. Harris, Jr., Audit Committee ChairThomas W. Okel, Audit Committee MemberMartin A. Sumichrast, Audit Committee Member

May 3, 2019

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THE FUND’S INDEPENDENT AUDITORS

Deloitte audited the financial statements of the Fund for the fiscal year endedDecember 31, 2018. Deloitte’s audit report contained no qualifications ormodifications. A Deloitte representative will be available for the Meeting. Thisrepresentative will have the opportunity to make a statement if he or she desires todo so and will be available to respond to appropriate questions from shareholders.

FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTANTSFees Paid to Independent Registered Public Accounts

DeloitteYear EndedDecember 31, 2018


Audit Fees $ 74,300 $ 72,870Audit-Related Fees 0 0Tax Fees 11,965 11,730All Other Fees 0 0Total Fees $ 86,265 $ 84,600

Non-Audit Fees Billed to Barings and MassMutualDeloitteYear EndedDecember 31, 2018


Audit-Related Fees $ 4,557,727 $ 4,580,506Tax Fees 3,730,611 2,925,307All Other Fees 9,229,409 14,196,333Total Fees $ 17,517,747 $ 21,702,146

The category “Audit-Related Fees” reflects fees billed by Deloitte for variousnon-audit and non-tax services rendered to the Fund, Barings and MassMutual,such as a SOC-1 review, consulting and agreed upon procedures reports.Preparation of Federal, state and local income tax and tax compliance work arerepresentative of the fees reported in the “Tax Fees” category. The category “AllOther Fees” represents fees billed by Deloitte for consulting rendered to the Fund,Barings and MassMutual. The Sarbanes-Oxley Act of 2002 and its implementingregulations allow the Audit Committee to establish a pre-approval policy for certainservices rendered by the Fund’s independent accountants. During 2018, the AuditCommittee approved all of the services rendered to the Fund by Deloitte and didnot rely on a pre-approval policy for any such services.

The 2017 fees billed represent final 2017 amounts, which may differ from thepreliminary figures available as of the publication date of the Fund’s 2018 ProxyStatement and includes, among other things, fees for services that may not havebeen billed as of the publication date of the Fund’s 2018 Proxy Statement, but arenow properly included in the 2017 fees billed to the Fund, Barings and MassMutual.

17

OTHER BUSINESS

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

INFORMATION ABOUT VOTING PROXIES AND THE MEETING

Manner of Voting Proxies

Shareholders are entitled to one vote, on each matter on which the shareholder isentitled to vote, for each share of the Fund that such shareholder owns at the closeof business on June 3, 2019. Each fractional share is entitled to a proportionatefractional vote.

All properly executed and unrevoked proxies received in time for the Meeting willbe voted in accordance with the instructions contained therein. If a shareholderexecutes a proxy but gives no instructions, the shares that are represented by suchproxy will be voted “FOR” a proposal and “FOR” or “AGAINST” any other businessthat may properly arise at the Meeting, in the proxy’ discretion.

Revocation of Proxies

Any person giving a proxy has the power to revoke it by mail or in person at anytime prior to its exercise at the Meeting by executing a superseding proxy or bysubmitting a written notice of revocation to the Fund. To be effective, suchrevocation must be received prior to the Meeting and must indicate theshareholder’s name and account number.

Quorum

At the Meeting, the presence, in person or by proxy, of shareholders entitled to castthirty percent (30%) of the votes shall be a quorum for the transaction of business.All proxies received, including proxies that reflect (i) broker non-votes (i.e., sharesheld in “street name” for which the broker or nominee (a) has not receivedinstructions from the beneficial owners or other persons entitled to vote or (b) doesnot have discretionary voting authority on a particular matter), (ii) abstentions or(iii) the withholding of authority to vote on a particular matter, will be counted asshares that are present on a particular matter for purposes of determining thepresence of a quorum. With respect to Proposal 1, abstentions and brokernon-votes, if any, will not have an effect on the outcome of the proposal, whichrequires a plurality of the votes cast.

Required Vote

Provided a quorum is present at the Meeting, the Trustee Nominees who receive aplurality vote of the outstanding shares of the Fund cast at the Meeting shall beelected.

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Adjournment

If sufficient votes in favor of the proposal(s) set forth in the Notice of AnnualMeeting of Shareholders are not received by the time scheduled for the Meeting orif the quorum required for a proposal has not been met, the persons named asproxies may propose adjournments of the Meeting with respect to such proposal(s)for periods of not more than 120 days to permit further solicitation of proxies. Anyadjournment will require the affirmative vote of a majority of the votes cast on theproposal in person or by proxy at the session of the Meeting to be adjourned. Thepersons named as proxies will vote in favor of adjournment those proxies that theyare entitled to vote in favor of the proposal. They will vote against any suchadjournment those proxies required to be voted against the proposal. The Fund willpay the costs of any additional solicitation and of any adjourned session. Anyproposals for which sufficient affirmative votes have been received by the time ofthe Meeting may be acted upon and considered final regardless of whether theMeeting is adjourned to permit additional solicitation with respect to any otherproposal.

Instructions for Voting Proxies

The giving of a proxy will not affect a shareholder’s right to vote in person shouldthe shareholder decide to attend the Meeting. To vote by mail, please mark, sign,date and return the enclosed proxy card following the instructions printed on thecard. Please refer to the proxy card for instructions for voting on the internet.

INVESTMENT ADVISER

Barings, as investment adviser, provides investment management and certainadministrative services to the Fund pursuant to an Investment ManagementAgreement. Barings (including its wholly-owned subsidiaries) currently has over$317 billion in assets under management and provides investment managementservices to registered investment companies, unregistered investment companiesand institutional investors (such as insurance companies, pension plans,endowments and foundations).

Pursuant to a Sub-Advisory Agreement between Barings and Baring InternationalInvestment Limited (the “Sub-Adviser”), the Sub-Adviser provides certaininvestment management services to the Fund.

Barings is the indirect owner of 100% of the voting shares of the Sub-Adviser. MMAsset Management Holding LLC is the direct owner of 100% of the voting shares ofBarings. MassMutual Holding LLC owns all of the voting shares of MM AssetManagement Holding LLC. MassMutual owns all of the voting shares ofMassMutual Holding LLC. MassMutual, MassMutual Holding LLC and MM AssetManagement Holding LLC are located at 1295 State Street, Springfield,Massachusetts 01111. Barings’ principal office is located at 300 South Tryon Street,Suite 2500, Charlotte, NC 28202. The Sub-Adviser is located at 20 Old Bailey,London, United Kingdom EC4M 78F.

19

CERTAIN ADMINISTRATIVE SERVICES

U.S. Bancorp Fund Services, LLC acts as the Fund’s administrator (the“Administrator”) pursuant to a Master Services Agreement. The Administrator andits affiliates provide certain administrative services to the Fund, including, but notlimited to, clerical and various other services required for the Fund’s operations,calculating the Fund’s daily net asset value and other financial data, preparingreports required by the securities, investment, tax or other laws and regulations,monitoring the Fund’s expense accruals and generally assisting in the Fund’soperations. The Administrator’s principal office address is 615 E. Michigan Street,3rd Floor, Milwaukee, Wisconsin 53202.

Barings indirectly provides certain administrative services to the Fund including,but not limited to, accounting services, meeting facilities, legal support, reportpreparation and other services. Barings’ principal office address is 300 South TryonStreet, Suite 2500, Charlotte, NC 28202.

BENEFICIAL OWNERS

As of May 31, 2019, based on the Fund’s review of filings made pursuant toSection 13 of the Exchange Act, to the Fund’s knowledge, the followingshareholder(s) beneficially owned more than 5% of the Fund’s outstanding shares:

Name and Addressof Shareholder

Number of SharesBeneficially Owned

PercentageOwned

First Trust Portfolios L.P.First Trust Advisors L.P.The Charger Corporation120 East Liberty DriveSuite 400Wheaton, Illinois 60187 2,514,684* 12.54%

* As stated in Schedule 13G filed with the SEC on February 6, 2019.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Fund’s Trustees and certain Officers, investment advisers, sub-advisers, certainaffiliated persons of the investment adviser or sub-adviser, and persons who ownmore than 10% of any class of outstanding securities of the Fund are required to fileforms reporting their affiliation with the Fund and reports of ownership andchanges in ownership of the Fund’s securities with the SEC and the New York StockExchange. These persons and entities are required by SEC regulation to furnish theFund with copies of all such forms they file. Based solely on a review of these formsfurnished to the Fund as well as certain internal documents, the Fund believes thatits Trustees and relevant Officers, Barings, the Sub-Adviser and its relevant affiliatedpersons have all complied with applicable filing requirements during thetwelve months ended May 31, 2019.

20

PROPOSALS BY SHAREHOLDERS AND COMMUNICATIONS WITH THE BOARD OF TRUSTEES

Any shareholder intending to present a proposal at the Annual Meeting to be heldin 2020 who wishes to have such proposal included in the Fund’s proxy material forthat meeting, should forward his or her written proposal to the Fund, Attention:Secretary. Proposals must be received on or before February 21, 2020, to beconsidered for inclusion in the Trust’s proxy material for its 2020 Annual Meeting.

Pursuant to procedures approved by the Fund’s Board, including a majority of theTrustees who are not “interested persons” as defined in Section 2(a)(19) of the 1940Act, shareholders may mail written communications to the Board by writing theFund’s Chief Financial Officer, c/o Barings LLC, 300 South Tryon Street, Suite 2500,Charlotte, NC 28202. When writing to the Board, shareholders should identifythemselves, the fact that the communication is directed to the Board, and anyrelevant information regarding their Fund holdings.

ADDITIONAL INFORMATION

Proxies will be solicited by mail and may be solicited in person or by telephone,electronically, or facsimile by Officers of the Fund. The expenses connected withthe solicitation of these proxies and with any further proxies which may be solicitedby the Fund’s Officers in person, by telephone, or by facsimile will be borne by theFund. The Fund has engaged Broadridge to provide shareholder meeting services,including tabulation and tracking. It is anticipated that the cost of these services willbe approximately $20,000 and may increase in the event any vote is contested orincreased solicitation efforts are required. The Fund will reimburse banks, brokers,and other persons holding the Fund’s shares registered in their names or in thenames of their nominees, for their expenses incurred in sending proxy material toand obtaining proxies from the beneficial owners of such shares, whichreimbursement will not be submitted to a vote of the Fund’s shareholders.

The Fund will arrange for at least one Trustee to attend its 2019 Annual Meeting;will encourage all of its Trustees to attend its Annual Meetings; and will endeavorto arrange its Annual Meetings on the same date as a Board meeting to facilitateTrustee attendance.

Only one copy of the Proxy Statement may be mailed to each household, even ifmore than one person in the household is a Fund shareholder of record. If ashareholder needs an additional copy of this Proxy Statement, please contact theFund at 1-866-399-1516. Shareholders may also access a copy of the ProxyStatement online at https://www.proxyvote.com or on the Fund’s website underDocuments at https://www.barings.com/bgh. If any shareholder does not want themailing of his or her Proxy Statement to be combined with those for other membersof the shareholder’s household, please contact the Fund at 1-866-399-1516 orcontact your financial intermediary.

21

The Annual Report of the Fund for its fiscal year ended December 31, 2018,including financial statements, a schedule of the Fund’s investments as of such dateand other data, was mailed on or about March 1, 2019, to all shareholders of record.The Fund’s most recent Annual Report is available on the Fund’s website at

https://www.barings.com/assets/user/media/2018-Annual-Report%E2%80%93Barings-Global-Short-Duration-High-Yield-Fund.pdf.

Shareholders may also request a copy of the Annual Report and the most recentsemi-annual report, which will be furnished without charge, by calling (toll-free)the Fund at 1-866-399-1516.

22

KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

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

Signature [PLEASE SIGN WITHIN BOX] Date Signature [Joint Owners] Date

E48852-P10655

! ! !

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.

01)02)

Election of Trustees - for three-year terms, or until their respective successors are duly elected and qualified.

Nominees for election:

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

2. Other Business

1. Vote on Trustees

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.

C/O PROXY SERVICESP.O. BOX 9112FARMINGDALE, NY 11735

To vote by Internet

1) Read the Proxy Statement and have the proxy cardbelow at hand.

2) Go to website www.proxyvote.com3) Follow the instructions provided on the website.

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.

C/O PROXY SERVICES P.O. BOX 9112 FARMINGDALE, NY 11735 To vote by Internet 1) Read the Proxy Statement and have the proxy card below at hand. 2) Go to website www.proxyvote.com 3) Follow the instructions provided on the website. 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: E48852-P10655 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY For Withhold For All To withhold authority to vote for any individual All All Except nominee(s), mark ’’For All Except" and write the name(s) of the nominee(s) on the line below. 1. Vote on Trustees Election of Trustees - for three-year terms, or until their respective successors are duly elected and qualified. Nominees for election: 01) Thomas M. Finke 02) Bernard A. Harris Jr 2. 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 titleas such. Signature [PLEASE SIGN WITHIN BOX] Date Signature [Joint Owners]

E48853-P10655

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement is available at http://www.barings.com/bgh or at www.proxyvote.com.

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 ("the Trust") which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Trust to be held in the Executive Board Room of Barings LLC, 300 South Tryon Street, Suite 26.06, Charlotte, NC 28202, on Thursday, August 8, 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 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 2.

PLEASE SIGN AND DATE ON THE REVERSE SIDE.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

2019

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement is available at http://www.barings.com/bgh or at www.proxyvote.com. 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 ("the Trust’’) which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Trust to be held in the Executive Board Room of Barings LLC, 300 South Tryon Street, Suite 26.06, Charlotte, NC 28202, on Thursday, August 8,2019 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 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 2. PLEASE SIGN AND DATE ON THE REVERSE SIDE.