I. OWNERSHIP AND HISTORY OF BARINGS
Barings LLC (“Barings”) is a leading provider of investment advice to institutional clients,
registered investment companies, and other pooled investment vehicles. Barings and its
predecessor organizations have been providing investment advice since 1940. As of December
31, 2023, Barings and its subsidiaries managed a total of $382 billion in client assets.
Barings is a wholly owned indirect subsidiary of Massachusetts Mutual Life Insurance Company
(“MassMutual”). MassMutual’s affiliated companies include financial services companies that
provide investment management services and individual protection insurance to clients
worldwide.
The origin of Barings follows the paths of several early pioneers in investments and financing
including – Babson Capital Management LLC (“Babson”), Baring Asset Management Limited
(“BAML”) and Cornerstone Real Estate Advisers LLC (“CREA”).
Babson, through its predecessor, David L. Babson & Company, Inc., was founded in 1940.
Babson was acquired by MassMutual in 1995 and on January 1, 2000, the Investment
Management Division (“IMD”) of MassMutual was consolidated into Babson.
On the other side of the Atlantic, BAML traces its roots to 1762, when the Baring brothers founded
a merchant and banking firm in London. The firm was one of the first U.K. firms to form an
investment department in 1955. Throughout the 1970s and 1980s, the firm continued to expand
its asset management business internationally and, in 1989, combined its asset management
activities within BAML, headquartered in London. BAML was acquired by MassMutual in 2004.
In July 2016, BAML became an indirect, wholly owned subsidiary of Babson. Babson changed
its name to Barings LLC on September 12, 2016.
Adding to the rich history of pioneering investment advice, MassMutual’s investment management
division began advising on real estate debt transactions nearly 30 years ago for MassMutual’s own
account. In 1994, CREA was established to provide real estate equity management to MassMutual
and eventually third parties. In 2010, CREA combined with Babson’s real estate debt group to
form a comprehensive real estate adviser. CREA changed its name to Barings Real Estate
Advisers LLC on September 12, 2016 and merged with and into Barings on December 30, 2016.
References to Barings throughout this Firm Brochure also refer, where applicable, to the activities
of Babson and its predecessors, David L. Babson & Company, Inc.; CREA, and those of
MassMutual’s former IMD.
II. ADVISORY SERVICES
Barings, 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. Barings is
headquartered in Charlotte, North Carolina, and with its subsidiaries and affiliates has offices in
17 countries, including a long-standing, established presence in Europe and the Asia-Pacific
region.
A. CLIENT RELATIONSHIPS
Barings provides a broad range of investment advisory and management services to
sophisticated investors of all types. In the United States, 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
Barings’ 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, Barings works with the client to design and implement an investment program
tailored to the client’s specific objectives, guidelines, and needs. As a result, Barings’ 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
Barings 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
Barings offers investment advisory services to a wide variety of funds exempted from the definition
of an investment company under the Investment Company Act. Barings 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
Barings provides investment advisory services to its ultimate parent company, MassMutual, and
certain of MassMutual’s subsidiaries and affiliates. Among other things, Barings 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 Barings 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
Barings’ fixed income expertise is organized into four investment teams: Investment Grade,
Global High Yield, Emerging Markets, and Global Private Credit. Among these teams, Barings
manages portfolios of fixed and floating rate income assets and highly diverse corporate debt
portfolios.
Barings 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. REAL ESTATE
Barings’ real estate expertise is comprised of two teams: Private Real Estate Equity and Private
Real Estate Debt. Among these teams Barings 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).
3. CAPITAL SOLUTIONS
Barings’ 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.
4. DIVERSIFIED ALTERNATIVE EQUITY
Barings’ 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, Barings advises clients
regarding direct investments in companies and projects alongside third-party funds or investment
advisers (“co-investments”). Barings 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
Barings 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).
5. 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
Barings’ 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 Barings and the client. Barings acts as the investment adviser, sub-adviser,
and/or collateral manager, for client accounts. Barings also offers some additional, non-
investment advisory services, such as loan servicing.
1. DISCRETIONARY INVESTMENT ADVICE
Barings 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, Barings acts as a non-discretionary investment adviser. For these clients,
Barings generally provides non-discretionary investment recommendations and implements the
recommendations after obtaining client approval. For other clients, Barings provides non-
discretionary investment recommendations and the client implements recommendations at its
election.
Barings or its affiliates also offers non-discretionary investment advice to certain “model-only”
programs. In these programs, Barings or an affiliate act 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, Barings or its affiliates do not affect any trades
in connection with the model-only advisory service. For other programs, Barings or its affiliates
may be responsible for trade execution acting on instruction from the third-party program
sponsor. Generally, Barings and its affiliates do 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 Barings or its affiliates as a result of the
program clients’ participation in the model-only program.
3. SUB-ADVISORY SERVICES
Barings also provides sub-advisory services to affiliated and third-party investment advisers,
funds, accounts and/or assets. In such instances, Barings will negotiate a sub-advisory
agreement that details the services to be provided and the fee arrangement, among other items.
Barings may act as a sub-adviser on either a discretionary or non-discretionary basis.
4. ADDITIONAL SERVICES
Barings 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 BARINGS’ ADVISORY SERVICES
1. CLIENT RESTRICTIONS
Barings 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 Barings 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
Barings 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 has been a signatory to the United Nations-supported Principles for Responsibility
Investment initiative since 2014 and adopts the initiative’s principles where consistent with
Barings’ fiduciary obligations.
Barings seeks to create long-term value through voting and engagement. Barings works with
stakeholders to encourage improved transparency and sustainable practices in pursuit of minimizing
risks and maximizing returns. Through voting and engagement, Barings aims to enhance the
performance of its investments for the benefit of its clients. Barings partners with its clients to seek
the ESG and sustainability solutions that help meet their evolving investment needs.
III. ASSETS UNDER MANAGEMENT
Barings’ regulatory assets under management as of December 31, 2023 (rounded to the
nearest dollar) was as follows:
Discretionary: $ 296,138,548,094
Non-Discretionary: $ 11,588,014,130
Total: $ 307,726,562,224