I. OWNERSHIP AND HISTORY OF BARINGS
Baring International Investment Limited (“BIIL”) is a corporation with limited liability domiciled in
the United Kingdom and has been registered as an investment adviser with the SEC since April
15, 1980. BIIL is wholly-owned by Baring Asset Management Limited (“BAML”) and is indirectly
wholly-owned by Barings LLC, which in turn is indirectly wholly-owned by Massachusetts Mutual
Life Insurance Company (“MassMutual”). MassMutual and its affiliated companies provide
investment management services and individual protection insurance to clients worldwide.
Barings LLC, along with its subsidiaries are referred to herein as the “Barings Group.” The
Barings Group provides investment management services to clients on a global basis.
BIIL maintains standard investment guidelines for each of the mandates it offers to clients.
However, clients may customize their portfolios based on their own investment objectives,
guidelines and restrictions.
II. ADVISORY SERVICES
BIIL, together with its subsidiaries and affiliates, is a global, diversified asset management firm
with expertise in fixed income, equity, real estate, and alternative asset markets. BIIL is
headquartered in London, England and has a long-standing, established presence in Europe.
A. CLIENT RELATIONSHIPS
BIIL provides a broad range of investment advisory and management services to sophisticated
investors of all types. In the United Kingdom these clients include institutional investors,
registered and unregistered pooled vehicles, and accounts for its ultimate parent company,
MassMutual, and certain of MassMutual’s subsidiaries and affiliates.
1. INSTITUTIONAL SEPARATE ACCOUNT CLIENTS
BIIL’s institutional investment advisory clients include, without limitation, pension plans,
endowments, foundations, government entities and agencies, banks, insurance companies,
family offices, and other institutional capital markets participants. For each of these types of
relationships, BIIL works with the client to design and implement an investment program tailored
to the client’s specific objectives, guidelines, and needs. As a result, BIIL’s advisory services for
a given client may be a “standard” offering or a customized solution, depending on the client’s
preferences.
2. REGISTERED INVESTMENT COMPANIES
BIIL provides investment advisory services to a number of investment companies registered
under the Investment Company Act of 1940, as amended (the “Investment Company Act”),
including closed-end funds, and business development companies (“BDCs”).
3. PRIVATE FUNDS
BIIL offers investment advisory services to a wide variety of funds exempted from the definition
of an investment company under the Investment Company Act. . BIIL also provides investment
advisory services to collective investment trusts and other types of private investment vehicles.
Collectively these clients are referred to as “private funds.”
4. AFFILIATED ACCOUNTS
BIIL provides investment advisory services to its ultimate parent company, MassMutual, and
certain of MassMutual’s subsidiaries and affiliates. Among other things, BIIL acts as investment
adviser or sub-adviser to various life insurance company separate accounts of MassMutual,
investment funds sponsored by MassMutual or its subsidiaries, and investment funds in which
MassMutual or an affiliate has invested and/or for which MassMutual or an affiliate serves as
investment manager.
B. STRATEGIES
The types of strategies used by BIIL in managing clients’ accounts are briefly described below.
Please refer to “Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss,” for
additional information about these strategies and the related risks.
1. FIXED INCOME
BIIL’s fixed income expertise is organized into four investment teams: Investment Grade, Global
High Yield, Emerging Markets, and Global Private Credit. Among these teams, BIIL manages
portfolios of fixed and floating rate income assets and highly diverse corporate debt portfolios.
BIIL invests in a variety of fixed income and financing instruments across various industries as
well as credit qualities and maturities in North America, Europe, Latin America, Africa/Middle East,
and the Asia-Pacific region. Investment capabilities include the management and trading of
domestic and international senior secured loans, second lien loans, high-yield bonds, unitranche,
mezzanine, limited partnerships, private placements, government and agency obligations,
mortgage and asset-backed securities, collateralized mortgage obligations, corporate debt
securities, structured credit securities, municipal bonds, money market instruments, U.S. dollar-
and non-U.S. dollar-denominated bonds, derivative instruments, and convertible securities.
2. PUBLIC EQUITY
BIIL’s public equities expertise is organized into three investment teams: Small Cap, Global
Equities, and Emerging Markets. Among these teams BIIL manages portfolios of public equity
securities and equity-related securities of issuers of all sizes, including common stock, preferred
stock, securities convertible into common or preferred stock, stock rights, warrants, exchange-
traded funds, American Depositary Receipts (“ADRs”), and securities of foreign issuers that trade
on domestic exchanges or in the over-the-counter market.
3. REAL ESTATE
BIIL’s real estate expertise is comprised of two teams: Private Real Estate Equity and Private
Real Estate Debt. Among these teams BIIL manages portfolios of real estate assets including,
equity investments in real estate across all property types (including, without limitation,
multifamily, affordable housing, retail, office, industrial, parking, land, hotels, self-storage, and
student housing,), and real estate debt (including, without limitation, commercial mortgages,
affordable housing mortgages, residential mortgages, syndicated commercial real estate debt,
loan participations, mezzanine debt, and preferred equity loan facilities).
4. CAPITAL SOLUTIONS
BIIL’s Capital Solutions team provides investment advice related to customized financing
solutions regarding a variety of debt and equity financing instruments across different sectors and
industries as well as credit qualities and maturities related to companies facing economic
challenges and issuers facing market dislocation. Investment capabilities include the
management of debt through reorganized equity, domestic and international senior secured
loans, second lien loans, high-yield bonds, unitranche, mezzanine, limited partnerships, private
placements, corporate debt securities, structured credit securities, municipal bonds, U.S. dollar-
and non-U.S. dollar-denominated bonds, derivative instruments, and convertible securities, public
equity securities and equity-related securities of issuers of all sizes, including common stock,
preferred stock, securities
convertible into common or preferred stock, stock rights, and warrants.
5. DIVERSIFIED ALTERNATIVE EQUITY
BIIL’s Diversified Alternative Equity team provides investment advice regarding investment in
third-party funds, including hedge funds, private equity funds, venture funds, real estate funds,
and fixed-income funds, among others (“Underlying Funds”). In addition, BIIL advises clients
regarding direct investments in companies and projects alongside third-party funds or investment
advisers (“co-investments”). BIIL also provides investment advice regarding purchases and sales
in the secondary market of interests in Underlying Funds or other existing interests in private
equity, real estate, or other investments (“secondary investments”). In addition, for some clients,
BIIL acts as a “manager of managers,” selecting third-party investment advisers to sub-advise
portfolios for clients’ accounts, in lieu of investing in a third-party manager’s funds (e.g., where
the manager does not offer fund products).
6. PORTFOLIO FINANCE
Barings’ Portfolio Finance team provides investment advice related to portfolio financing solutions in
the form of senior secured debt financing instruments across different underlying asset classes and
industries, with a primary focus on investment grade credit quality. These portfolio financing solutions
are originated by the team, and provided to alternative asset managers globally who are seeking
customized portfolio-level financing solutions. Investment capabilities include the origination,
underwriting, structuring, legal documentation, and ongoing management of these debt instruments.
C. TYPES OF SERVICES
BIIL’s investment advisory services are offered on a discretionary or a non-discretionary basis,
depending on the strategy and the client, as provided in the applicable investment advisory
agreement between BIIL and the client. BIIL acts as the investment adviser, sub-adviser, and/or
collateral manager, for client accounts. BIIL also offers some additional, non-investment advisory
services, such as loan servicing.
1. DISCRETIONARY INVESTMENT ADVICE
BIIL typically acts as a discretionary investment adviser for its clients’ accounts, implementing
one or more of the investment strategies described above with full discretionary authority on its
clients’ behalf.
2. NON-DISCRETIONARY INVESTMENT ADVICE
For certain clients, BIIL acts as a non-discretionary investment adviser. For these clients, BIIL
generally provides non-discretionary investment recommendations and implements the
recommendations after obtaining client approval. For other clients, BIIL provides non-
discretionary investment recommendations and the client implements recommendations at its
election.
BIIL also offers non-discretionary investment advice to certain “model-only” programs. In these
programs, BIIL acts as a non-discretionary investment adviser providing a model portfolio to an
unaffiliated, third-party program sponsor that is responsible for client reporting and all other client
services. Fees and features of each model-only program vary. Program sponsors have sole
discretion with respect to implementing a model, in whole or in part, for any of its program client
accounts. The responsibility for trade execution related to model implementation can vary by
program. For some programs, implementation will be effected through trading arrangements
entered into by the applicable program sponsor with third parties (e.g., an executing broker-
dealer). In these cases, BIIL does not affect any trades in connection with its model-only advisory
service. For other programs, BIIL may be responsible for trade execution acting on instruction
from the third party program sponsor. Generally, BIIL does not have an advisory relationship with
the underlying clients in these model only programs. Delivery of this Firm Brochure to any
underlying program client is for informational purposes only and should not be construed to imply
that any advisory relationship exists between program clients and BIIL as a result of the program
clients’ participation in the model-only program.
3. SUB-ADVISORY SERVICES
BIIL also provides sub-advisory services to affiliated and third-party investment advisers, funds,
accounts and/or assets. In such instances, BIIL will negotiate a sub-advisory agreement that
details the services to be provided and the fee arrangement, among other items. BIIL may act as
a sub-adviser on either a discretionary or non-discretionary basis.
4. ADDITIONAL SERVICES
BIIL also provides management services for real estate equity and debt products, including
origination and servicing of mortgages and loans and collateral management services.
D. ADDITIONAL INFORMATION ABOUT BIILS’ ADVISORY SERVICES
1. CLIENT RESTRICTIONS
BIIL manages client accounts in accordance with the clients’ investment objectives and guidelines
in accordance with the applicable investment advisory agreement. Separate account clients can,
among other things, impose specific restrictions on investments, including types of investments
within their account, provided that BIIL agrees to such restrictions. For private fund clients, the
investment objectives and guidelines, as well as any investment restrictions, are described in the
applicable offering materials and apply to the fund.
2. ENVIRONMENTAL, SOCIAL AND GOVERNANCE INVESTMENT ANALYSIS
BIIL seeks superior risk-adjusted returns for our clients. Our investment professionals’
fundamental investment analysis supports this overarching goal by aiming to understand the
factors that influences the financial sustainability of the investments we make. As a result, Barings’
investment professionals evaluate environmental, social and governance (“ESG”) information,
along with other potential risk opportunities that may impact our portfolios to make informed
decisions that align with investment and client objectives.
Barings LLC, BIIL’s ultimate parent, has been a signatory to the United Nations-supported
Principles for Responsibility Investment initiative since 2014 and BIIL adopts the initiative’s
principles where consistent with BIIL fiduciary obligations.
BIIL seeks to create long-term value through voting and engagement. BIIL works with
stakeholders to encourage improved transparency and sustainable practices in pursuit of
minimizing risks and maximizing returns. Through voting and engagement, BIIL aims to enhance
the performance of its investments for the benefit of its clients. BIIL partners with its clients to
seek the ESG and sustainability solutions that help meet their evolving investment needs.
III. ASSETS UNDER MANAGEMENT
BIIL’s regulatory assets under management as of December 31, 2023 (rounded to the nearest
dollar) was as follows:
Discretionary: $ 17,504,118,785
Non-Discretionary: $ 0
Total: $ 17,504,118,785