SEC Form 40-APP filed by Barings Corporate Investors

File No. 812-

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

In the Matter of the Application of:

BARINGS CORPORATE INVESTORS, BARINGS GLOBAL SHORT DURATION HIGH YIELD FUND, BARINGS DYNAMIC CREDIT INCOME FUND, CI SUBSIDIARY TRUST, BARINGS PARTICIPATION INVESTORS, PI SUBSIDIARY TRUST, BARINGS LLC, MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, C.M. LIFE INSURANCE COMPANY, BARINGS FINANCE LLC, TOWER SQUARE CAPITAL PARTNERS IV, L.P., TOWER SQUARE CAPITAL PARTNERS IV-A, L.P., BARINGS BDC, INC., ENERGY HARDWARE HOLDINGS, INC., SIC INVESTMENT HOLDINGS LLC, BARINGS PRIVATE CREDIT CORPORATION, BARINGS CAPITAL INVESTMENT CORPORATION, BCIC HOLDINGS, INC., BARINGS GLOBAL CREDIT FUND (LUX) – SEGREGATED LOAN ACCOUNT 5, BARINGS SEGREGATED LOANS 5 S.À R.L., BAYVK R PRIVATE DEBT SCS, SICAV-FIS, BAYVK R PD 1 LOAN S.À R.L., BARINGS EUROPEAN LOAN LIMITED, BCF EUROPE FUNDING LIMITED, BCF SENIOR FUNDING I DESIGNATED ACTIVITY COMPANY, BCF SENIOR FUNDING I LLC, BARINGS GLOBAL HIGH YIELD CREDIT STRATEGIES LIMITED, BARINGS DIRECT LENDING 2018 LP, BARINGS EUROPEAN DIRECT LENDING 1 L.P., BARINGS EUROPEAN DIRECT LENDING 1 S.À R.L., BARINGS GLOBAL CREDIT FUND (LUX) – BARINGS EUROPEAN PRIVATE LOAN FUND II, BARINGS EUROPEAN PRIVATE LOANS 2 S.À R.L., BARINGS GLOBAL CREDIT FUND (LUX) – BARINGS EUROPEAN PRIVATE LOAN FUND III, BARINGS EUROPEAN PRIVATE LOANS 3 S.À R.L., BARINGS GLOBAL CREDIT FUND (LUX) – BARINGS EUROPEAN PRIVATE LOAN FUND III (A), BARINGS EUROPEAN PRIVATE LOANS 3A S.À R.L., BARINGS GLOBAL CREDIT FUND (LUX) – BARINGS GLOBAL PRIVATE LOAN FUND 2, BARINGS GLOBAL PRIVATE LOANS 2 S.À R.L., BARINGS GLOBAL CREDIT FUND (LUX) – BARINGS GLOBAL PRIVATE LOAN FUND 3, BARINGS GLOBAL PRIVATE LOANS 3 S.À R.L., BARINGS GLOBAL PRIVATE LOAN FUND 4 SCSP, BARINGS GLOBAL PRIVATE LOANS 4 S.À R.L., BARINGS GLOBAL PRIVATE LOAN FUND 4(S) SCSP, BARINGS GLOBAL PRIVATE LOANS 4(S) S.À R.L., BARINGS SEGREGATED LOANS 3 S.À R.L., BARINGS GLOBAL CREDIT FUND (LUX) – SEGREGATED LOAN ACCOUNT 1, BARINGS SEGREGATED LOANS 1 S.À R.L., BARINGS GLOBAL CREDIT FUND (LUX) – SEGREGATED LOAN ACCOUNT 2, BARINGS SEGREGATED LOANS 2 S.À R.L., BARINGS GLOBAL INVESTMENT FUNDS PLC – GLOBAL PRIVATE LOAN STRATEGY FUND 1, BARINGS GLOBAL PRIVATE LOAN STRATEGY 1 LIMITED, BARINGS GLOBAL CREDIT FUND (LUX) – SEGREGATED LOAN ACCOUNT 4, BARINGS GLOBAL CREDIT FUND (LUX) – SEGREGATED LOAN ACCOUNT 6, BARINGS SEGREGATED LOANS 6 S.À R.L., BARINGS SLA 6 LLC, BARINGS SS4 (LUX) LLC, BARINGS UMBRELLA FUND (LUX) – BARINGS GLOBAL SPECIAL SITUATIONS CREDIT FUND 4 (LUX) FUND, BARINGS GLOBAL SPECIAL SITUATIONS CREDIT 4 (LUX) S.À R.L., BARINGS GLOBAL CREDIT FUND (LUX) – BARINGS GLOBAL SPECIAL SITUATIONS CREDIT FUND 3, BARINGS GLOBAL SPECIAL SITUATIONS CREDIT 3 S.À R.L., BARINGS -MM REVOLVER FUND LP, BARINGS SMALL BUSINESS FUND, L.P., BARINGS MIDDLE MARKET CLO LTD. 2017-I, BARINGS MIDDLE MARKET CLO LTD. 2021-I, MASSMUTUAL ASCEND LIFE INSURANCE COMPANY, MASSMUTUAL TRAD PRIVATE EQUITY LLC, BARINGS GLOBAL INVESTMENT FUNDS PLC – GLOBAL MULTI-CREDIT STRATEGY FUND 1,

BARINGS GLOBAL MULTI-CREDIT STRATEGY 1 LIMITED, BARINGS GLOBAL INVESTMENT FUNDS PLC – GLOBAL MULTI-CREDIT STRATEGY FUND 3, BARINGS GLOBAL MULTI-CREDIT STRATEGY 3 LIMITED, BARINGS GLOBAL INVESTMENT FUNDS PLC – GLOBAL MULTI-CREDIT STRATEGY FUND 4, BARINGS GLOBAL MULTI-CREDIT STRATEGY 4 LIMITED, BME SCSP, BME INVESTMENT S.À R.L., BARINGS NORTH AMERICAN PRIVATE LOAN FUND II (CAYMAN)-A, LP, BARINGS NORTH AMERICAN PRIVATE LOAN FUND II (CAYMAN), L.P., BARINGS NORTH AMERICAN PRIVATE LOAN FUND II (UNLEVERED), L.P., NAPLF (CAYMAN)-A SENIOR FUNDING II LLC, NAPLF (CAYMAN) SENIOR FUNDING II LLC, OTPP - BNAPLF II LP, OTPP - BNAPLF II FUNDING LP, BARINGS GLOBAL SPECIAL SITUATIONS CREDIT FUND 4 (DELAWARE) L.P., BARINGS EUROPEAN LOAN STRATEGY 1 LIMITED, BPC FUNDING LLC, BPCC HOLDINGS, INC., JOCASSEE PARTNERS LLC, SIERRA SENIOR LOAN STRATEGY JV I LLC, BANFF PARTNERS LP, BARINGS NORTH AMERICAN PRIVATE LOAN FUND III (LUX) S.C.SP, BARINGS MIDDLE MARKET CLO 2023-I LTD., BARINGS MIDDLE MARKET CLO 2023-II LTD., BARINGS MIDDLE MARKET CLO LTD. 2025-I, BARINGS MIDDLE MARKET LOAN PARTNERS 1, BARINGS MIDDLE MARKET LOAN PARTNERS 2, BARINGS SPECIALTY PRIVATE DEBT HOLDCO 1 S.À R.L., BARINGS SPECIALTY PRIVATE DEBT FUND 1, BARINGS SEGREGATED DIRECT LENDING HOLDCO 1 S.À R.L., BARINGS SEGREGATED DIRECT LENDING HOLDCO 2 S.À R.L., BARINGS SEGREGATED DIRECT LENDING HOLDCO 3 S.À R.L., BARINGS SEGREGATED DIRECT LENDING HOLDCO 4 S.À R.L., BARINGS UMBRELLA FUND (LUX) - SEGREGATED DIRECT LENDING FUND 1, BARINGS UMBRELLA FUND (LUX) - SEGREGATED DIRECT LENDING FUND 2, BARINGS UMBRELLA FUND (LUX) - SEGREGATED DIRECT LENDING FUND 3, BARINGS UMBRELLA FUND (LUX)- SEGREGATED DIRECT LENDING FUND 4, BARINGS DISTINCT DIRECT LENDING HOLDCO 1 LIMITED, DISTINCT DIRECT LENDING FUND 1 SCSP, BARINGS GLOBAL DIVERSIFIED PRIVATE CREDIT FUND 1 SCSP, BARINGS GLOBAL DIVERSIFIED PRIVATE CREDIT HOLDCO 1 S.À R.L., BARINGS DEVELOPED EUROPE PRIVATE LOAN FUND 1 SCSP, BARINGS GLOBAL SPECIAL SITUATIONS CREDIT FUND 2 LP, BARINGS CAPITAL SOLUTIONS PERPETUAL FUND (DE), L.P., BARINGS CAPITAL SOLUTIONS PERPETUAL FUND (DE) COINVEST, L.P., BARINGS CAPITAL SOLUTIONS PERPETUAL (DE) COINV HOLDCO 1 S.À R.L., BARINGS CAPITAL SOLUTIONS PERPETUAL (DE) HOLDCO 1 S.À R.L., BARINGS CAPITAL SOLUTIONS PERPETUAL (DE) COINV SERIES LLC, BARINGS CAPITAL SOLUTIONS PERPETUAL (DE) SERIES LLC, BARINGS CAPITAL SOLUTIONS PERPETUAL FUND (LUX), BARINGS CAPITAL SOLUTIONS PERPETUAL (LUX) COINV HOLDCO 1 S.À R.L., BARINGS CAPITAL SOLUTIONS PERPETUAL (LUX) HOLDCO 1 S.À R.L., BARINGS CAPITAL SOLUTIONS PERPETUAL (LUX) SERIES LLC, BARINGS CAPITAL SOLUTIONS PERPETUAL (LUX) COINV SERIES LLC, BARINGS CAPITAL SOLUTIONS PERPETUAL FUND (CA), L.P., BARINGS CAPITAL SOLUTIONS PERPETUAL FUND (CA) COINVEST, L.P., BARINGS CAPITAL SOLUTIONS PERPETUAL (CA) COINV HOLDCO 1 S.À R.L., BARINGS CAPITAL SOLUTIONS PERPETUAL (CA) HOLDCO 1 S.À R.L., BARINGS CAPITAL SOLUTIONS PERPETUAL (CA)SERIES LLC, BARINGS CAPITAL SOLUTIONS PERPETUAL (CA) COINV SERIES LLC, BARINGS TARGET YIELD INFRASTRUCTURE DEBT FUND 2, BARINGS TARGET YIELD INFRASTRUCTURE DEBT HOLDCO 2 S.À R.L., BARINGS TARGET YIELD INFRASTRUCTURE DEBT FUND, BARINGS TARGET YIELD INFRASTRUCTURE DEBT HOLDCO 1 S.À R.L., BARINGS EUROPEAN PRIVATE LOAN FUND 4, BARINGS EUROPEAN PRIVATE LOAN FUND 4 (A), BARINGS EUROPEAN PRIVATE LOAN HOLDCO 4 S.À R.L., BARINGS EUROPEAN PRIVATE LOAN HOLDCO 4A S.À R.L., BARINGS PERPETUAL EUROPEAN DIRECT LENDING FUND, BARINGS PERPETUAL EUROPEAN DIRECT LENDING HOLDCO 1 S.À R.L., BARINGS NAPLF3 (LUX) LLC, BARINGS GLOBAL SPECIAL SITUATIONS CREDIT 4 (DE) S.À R.L.

300 South Tryon Street, Suite 2500

Charlotte, North Carolina 28202

(704) 805-7200

APPLICATION FOR AN ORDER PURSUANT TO SECTIONS 17(d) AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULE 17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 PERMITTING CERTAIN JOINT TRANSACTIONS OTHERWISE PROHIBITED BY SECTIONS 17(d) AND 57(a)(4) OF AND RULE 17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

 

All Communications, Notices and Orders to:

Jill Dinerman

Chief Legal Officer

Barings LLC

300 S. Tryon Street, Suite 2500

Charlotte, NC 28202

(704) 805-7200

Copies to:

May 15, 2025

UNITED STATES OF AMERICA

BEFORE THE

SECURITIES AND EXCHANGE COMMISSION

 

BARINGS GLOBAL CREDIT FUND (LUX) – BARINGS GLOBAL PRIVATE LOAN FUND 2, BARINGS GLOBAL PRIVATE LOANS 2 S.À R.L., BARINGS GLOBAL CREDIT FUND (LUX) – BARINGS GLOBAL PRIVATE LOAN FUND 3, BARINGS GLOBAL PRIVATE LOANS 3 S.À R.L., BARINGS GLOBAL PRIVATE LOAN FUND 4 SCSP, BARINGS GLOBAL PRIVATE LOANS 4 S.À R.L., BARINGS GLOBAL PRIVATE LOAN FUND 4(S) SCSP, BARINGS GLOBAL PRIVATE LOANS 4(S) S.À R.L., BARINGS SEGREGATED LOANS 3 S.À R.L., BARINGS GLOBAL CREDIT FUND (LUX) – SEGREGATED LOAN ACCOUNT 1, BARINGS SEGREGATED LOANS 1 S.À R.L., BARINGS GLOBAL CREDIT FUND (LUX) – SEGREGATED LOAN ACCOUNT 2, BARINGS SEGREGATED LOANS 2 S.À R.L., BARINGS GLOBAL INVESTMENT FUNDS PLC – GLOBAL PRIVATE LOAN STRATEGY FUND 1, BARINGS GLOBAL PRIVATE LOAN STRATEGY 1 LIMITED, BARINGS GLOBAL CREDIT FUND (LUX) – SEGREGATED LOAN ACCOUNT 4, BARINGS GLOBAL CREDIT FUND (LUX) – SEGREGATED LOAN ACCOUNT 6, BARINGS SEGREGATED LOANS 6 S.À R.L., BARINGS SLA 6 LLC, BARINGS SS4 (LUX) LLC, BARINGS UMBRELLA FUND (LUX) – BARINGS GLOBAL SPECIAL SITUATIONS CREDIT FUND 4 (LUX) FUND, BARINGS GLOBAL SPECIAL SITUATIONS CREDIT 4 (LUX) S.À R.L., BARINGS GLOBAL CREDIT FUND (LUX) – BARINGS GLOBAL SPECIAL SITUATIONS CREDIT FUND 3, BARINGS GLOBAL SPECIAL SITUATIONS CREDIT 3 S.À R.L., BARINGS -MM REVOLVER FUND LP, BARINGS SMALL BUSINESS FUND, L.P., BARINGS MIDDLE MARKET CLO LTD. 2017-I, BARINGS MIDDLE MARKET CLO LTD. 2021-I, MASSMUTUAL ASCEND LIFE INSURANCE COMPANY, MASSMUTUAL TRAD PRIVATE EQUITY LLC, BARINGS GLOBAL INVESTMENT FUNDS PLC – GLOBAL MULTI-CREDIT STRATEGY FUND 1, BARINGS GLOBAL MULTI-CREDIT STRATEGY 1 LIMITED, BARINGS GLOBAL INVESTMENT FUNDS PLC – GLOBAL MULTI-CREDIT STRATEGY FUND 3,

: : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : :

BARINGS GLOBAL MULTI-CREDIT STRATEGY 3 LIMITED, BARINGS GLOBAL INVESTMENT FUNDS PLC – GLOBAL MULTI-CREDIT STRATEGY FUND 4, BARINGS GLOBAL MULTI-CREDIT STRATEGY 4 LIMITED, BME SCSP, BME INVESTMENT S.À R.L., BARINGS NORTH AMERICAN PRIVATE LOAN FUND II (CAYMAN)-A, LP, BARINGS NORTH AMERICAN PRIVATE LOAN FUND II (CAYMAN), L.P., BARINGS NORTH AMERICAN PRIVATE LOAN FUND II (UNLEVERED), L.P., NAPLF (CAYMAN)-A SENIOR FUNDING II LLC, NAPLF (CAYMAN) SENIOR FUNDING II LLC, OTPP - BNAPLF II LP, OTPP - BNAPLF II FUNDING LP, BARINGS GLOBAL SPECIAL SITUATIONS CREDIT FUND 4 (DELAWARE) L.P., BARINGS EUROPEAN LOAN STRATEGY 1 LIMITED, BPC FUNDING LLC, BPCC HOLDINGS, INC., JOCASSEE PARTNERS LLC, SIERRA SENIOR LOAN STRATEGY JV I LLC, BANFF PARTNERS LP, BARINGS NORTH AMERICAN PRIVATE LOAN FUND III (LUX) S.C.SP, BARINGS MIDDLE MARKET CLO 2023-I LTD., BARINGS MIDDLE MARKET CLO 2023-II LTD., BARINGS MIDDLE MARKET CLO LTD. 2025-I, BARINGS MIDDLE MARKET LOAN PARTNERS 1, BARINGS MIDDLE MARKET LOAN PARTNERS 2, BARINGS SPECIALTY PRIVATE DEBT HOLDCO 1 S.À R.L., BARINGS SPECIALTY PRIVATE DEBT FUND 1, BARINGS SEGREGATED DIRECT LENDING HOLDCO 1 S.À R.L., BARINGS SEGREGATED DIRECT LENDING HOLDCO 2 S.À R.L., BARINGS SEGREGATED DIRECT LENDING HOLDCO 3 S.À R.L., BARINGS SEGREGATED DIRECT LENDING HOLDCO 4 S.À R.L., BARINGS UMBRELLA FUND (LUX) - SEGREGATED DIRECT LENDING FUND 1, BARINGS UMBRELLA FUND (LUX) - SEGREGATED DIRECT LENDING FUND 2, BARINGS UMBRELLA FUND (LUX) - SEGREGATED DIRECT LENDING FUND 3, BARINGS UMBRELLA FUND (LUX)- SEGREGATED DIRECT LENDING FUND 4, BARINGS DISTINCT DIRECT LENDING HOLDCO 1 LIMITED,

: : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : :

DISTINCT DIRECT LENDING FUND 1 SCSP, BARINGS GLOBAL DIVERSIFIED PRIVATE CREDIT FUND 1 SCSP, BARINGS GLOBAL DIVERSIFIED PRIVATE CREDIT HOLDCO 1 S.À R.L., BARINGS DEVELOPED EUROPE PRIVATE LOAN FUND 1 SCSP, BARINGS GLOBAL SPECIAL SITUATIONS CREDIT FUND 2 LP, BARINGS CAPITAL SOLUTIONS PERPETUAL FUND (DE), L.P., BARINGS CAPITAL SOLUTIONS PERPETUAL FUND (DE) COINVEST, L.P., BARINGS CAPITAL SOLUTIONS PERPETUAL (DE) COINV HOLDCO 1 S.À R.L., BARINGS CAPITAL SOLUTIONS PERPETUAL (DE) HOLDCO 1 S.À R.L., BARINGS CAPITAL SOLUTIONS PERPETUAL (DE) COINV SERIES LLC, BARINGS CAPITAL SOLUTIONS PERPETUAL (DE) SERIES LLC, BARINGS CAPITAL SOLUTIONS PERPETUAL FUND (LUX), BARINGS CAPITAL SOLUTIONS PERPETUAL (LUX) COINV HOLDCO 1 S.À R.L., BARINGS CAPITAL SOLUTIONS PERPETUAL (LUX) HOLDCO 1 S.À R.L., BARINGS CAPITAL SOLUTIONS PERPETUAL (LUX) SERIES LLC, BARINGS CAPITAL SOLUTIONS PERPETUAL (LUX) COINV SERIES LLC, BARINGS CAPITAL SOLUTIONS PERPETUAL FUND (CA), L.P., BARINGS CAPITAL SOLUTIONS PERPETUAL FUND (CA) COINVEST, L.P., BARINGS CAPITAL SOLUTIONS PERPETUAL (CA) COINV HOLDCO 1 S.À R.L., BARINGS CAPITAL SOLUTIONS PERPETUAL (CA) HOLDCO 1 S.À R.L., BARINGS CAPITAL SOLUTIONS PERPETUAL (CA) SERIES LLC, BARINGS CAPITAL SOLUTIONS PERPETUAL (CA) COINV SERIES LLC, BARINGS TARGET YIELD INFRASTRUCTURE DEBT FUND 2, BARINGS TARGET YIELD INFRASTRUCTURE DEBT HOLDCO 2 S.À R.L., BARINGS TARGET YIELD INFRASTRUCTURE DEBT FUND, BARINGS TARGET YIELD INFRASTRUCTURE DEBT HOLDCO 1 S.À R.L., BARINGS EUROPEAN PRIVATE LOAN FUND 4, BARINGS EUROPEAN PRIVATE LOAN FUND 4 (A), BARINGS EUROPEAN PRIVATE LOAN HOLDCO 4 S.À R.L.,

: : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : :

BARINGS EUROPEAN PRIVATE LOAN HOLDCO 4A S.À R.L., BARINGS PERPETUAL EUROPEAN DIRECT LENDING FUND, BARINGS PERPETUAL EUROPEAN DIRECT LENDING HOLDCO 1 S.À R.L., BARINGS NAPLF3 (LUX) LLC, BARINGS GLOBAL SPECIAL SITUATIONS CREDIT 4 (DE) S.À R.L. 300 SOUTH TRYON STREET, SUITE 2500 CHARLOTTE, NORTH CAROLINA 28202 File No. 812-

I.             SUMMARY OF APPLICATION

 

The following entities hereby request an order (the “Order”) of the U.S. Securities and Exchange Commission (the “SEC” or “Commission”) under Section 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”),¹ and Rule 17d-1, permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder.  The Order would supersede the exemptive orders issued by the Commission on March 20, 2024 and October 19, 2017 (collectively, the “Prior Order”)² that was granted pursuant to Sections 17(d), 57(a)(4), 57(i) and Rule 17d-1, with the result that no person will continue to rely on the Prior Order if the Order is granted.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The relief requested in this application for the Order (the “Application”) would allow a Regulated Fund⁷ and one or more Affiliated Entities⁸ to engage in Co-Investment Transactions⁹ subject to the terms and conditions described herein. The Regulated Funds and Affiliated Entities that participate in a Co-Investment Transaction are collectively referred to herein as “Participants.”¹⁰ The Applicants do not seek relief for transactions effected consistent with Commission staff no-action positions.¹¹

 

 

The term Regulated Fund also includes (a) any Wholly-Owned Investment Sub (as defined below) of a Regulated Fund, (b) any Joint Venture (as defined below) of a Regulated Fund, and (c) any BDC Downstream Fund (as defined below) of a Regulated Fund that is a business development company.  “Wholly-Owned Investment Sub” means an entity: (a) that is a “wholly-owned subsidiary” (as defined in Section 2(a)(43) of the 1940 Act) of a Regulated Fund; (b) whose sole business purpose is to hold one or more investments and which may issue debt on behalf or in lieu of such Regulated Fund; and (c) is not a registered investment company or a business development company.  “Joint Venture” means an unconsolidated joint venture subsidiary of a Regulated Fund, in which all portfolio decisions, and generally all other decisions in respect of such joint venture, must be approved by an investment committee consisting of representatives of the Regulated Fund and the unaffiliated joint venture partner (with approval from a representative of each required).  “BDC Downstream Fund” means an entity (a) directly or indirectly controlled by a Regulated Fund that is a business development company, (b) that is not controlled by any person other than the Regulated Fund (except a person that indirectly controls the entity solely because it controls the Regulated Fund), (c) that would be an investment company but for Section 3(c)(1) or 3(c)(7) of the 1940 Act, (d) whose investment adviser is an Adviser and (e) that is not a Wholly-Owned Investment Sub.

 

In the case of a Wholly-Owned Investment Sub that does not have a chief compliance officer or a Board, the chief compliance officer and Board of the Regulated Fund that controls the Wholly-Owned Investment Sub will be deemed to serve those roles for the Wholly-Owned Investment Sub.  In the case of a Joint Venture or a BDC Downstream Fund (as applicable) that does not have a chief compliance officer or a Board, the chief compliance officer of the Regulated Fund will be deemed to be the Joint Venture’s or BDC Downstream Fund’s chief compliance officer, and the Joint Venture’s or BDC Downstream Fund’s investment committee will be deemed to be the Joint Venture’s or BDC Downstream Fund’s Board.

 

 

To the extent that an entity described in clause (b) is not advised by an Adviser, such entity shall be deemed to be an Adviser for purposes of the conditions.

 

 

II.           GENERAL DESCRIPTION OF THE APPLICANTS

 

 

MCI is a closed-end diversified management investment company registered under the 1940 Act. MCI was organized in 1971 as a Massachusetts business trust. MCI has made an election to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986 (the “Code”), and intends to continue to make such election in the future. MCI’s principal place of business is 300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202.

 

MCI’s investment objective is to maintain a portfolio of securities providing a current yield and, when available, an opportunity for capital gains. MCI has a seven-member board (the “MCI Board”), of which five members are not “interested” persons of the Fund within the meaning of Section 2(a)(19) of the Act.¹²

 

 

MPV is a closed-end diversified management investment company registered under the 1940 Act. MPV was organized in 1988 as a Massachusetts business trust. MPV has made an election to be treated as a RIC under Subchapter M of the Code and intends to continue to make such election in the future. MPV’s principal place of business is 300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202.

 

MPV’s investment objective is to maintain a portfolio of securities providing a current yield and, when available, an opportunity for capital gains. MPV has a seven-member board (the “MPV Board”), of which five members are not “interested” persons of the Fund within the meaning of Section 2(a)(19) of the Act.

 

 

BGH is a closed-end diversified management investment company registered under the 1940 Act. BGH was organized on May 20, 2011 as a Massachusetts business trust.  BGH has made an election to be treated as a RIC under Subchapter M of the Code and intends to continue to make such election in the future. BGH’s principal place of business is 300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202.

 

BGH’s investment objective is to seek as high a level of current income as its Adviser determines is consistent with capital preservation. BGH has a four-member board (the “BGH Board”), of which three members are not “interested” persons of the Fund within the meaning of Section 2(a)(19) of the Act.

 

 

11	See, e.g., Massachusetts Mutual Life Insurance Co. (pub. avail. June 7, 2000), Massachusetts Mutual Life Insurance Co. (pub. avail. July 28, 2000) and SMC Capital, Inc. (pub. avail. Sept. 5, 1995).

 

BDCIF is a Delaware statutory trust that intends to register under the 1940 Act as a closed-end management investment company. BDCIF was organized on November 19, 2024 as a Delaware statutory trust. BDCIF intends to elect to be treated as a RIC under Subchapter M of the Code and intends to continue to make such election in the future. BDCIF’s principal place of business is 300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202.

 

BDCIF’s investment objective is to generate high current income and, when consistent with this objective, seek capital appreciation. The Fund will be managed under the direction of a board (the “BDCIF Board”), of which a majority of the members will not be “interested” persons of BDCIF within the meaning of Section 2(a)(19) of the Act.

 

 

BBDC is an externally managed, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. BBDC was incorporated in Maryland on October 10, 2006 as a Maryland corporation. BBDC has made an election to be treated as a RIC under Subchapter M of the Code and intends to continue to make such election in the future. BBDC’s principal place of business is 300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202.

 

BBDC’s investment objective is to generate current income by investing directly in privately-held middle-market companies to help these companies fund acquisitions, growth or refinancing. BBDC has a nine-member board (the “BBDC Board”), of which seven members are not “interested” persons of the Fund within the meaning of Section 2(a)(19) of the Act.

 

 

BPCC is an externally managed, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. BPCC was formed on April 2, 2021 as a Maryland limited liability company and converted to a Maryland corporation on May 13, 2021 in connection with the commencement of its operations. BPCC has made an election to be treated as a RIC under Subchapter M of the Code and intends to continue to make such election in the future. BPCC’s principal place of business is 300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202.

 

BPCC’s investment objective is to generate current income by investing directly in privately-held middle-market companies to help these companies fund acquisitions, growth or refinancing. BPCC has a four-member board (the “BPCC Board”), of which three members are not “interested” persons of the Fund within the meaning of Section 2(a)(19) of the Act.

 

 

BCIC is an externally managed, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. BCIC was formed on February 20, 2020 as a Maryland limited liability company, converted to a Maryland corporation on April 28, 2020 and commenced its operations on July 13, 2020.  BCIC has made an election to be treated as a RIC under Subchapter M of the Code and intends to continue to make such election in the future. BCIC’s principal place of business is 300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202.

 

BCIC’s investment objective is to provide consistently attractive returns. BCIC has a six-member board (the “BCIC Board”), of which four members are not “interested” persons of the Fund within the meaning of Section 2(a)(19) of the Act.

 

 

MassMutual is a mutual life insurance company organized under the laws of the Commonwealth of Massachusetts. The Existing Insurance Company Wholly Owned Subsidiaries are wholly-owned subsidiaries of MassMutual. Barings, a limited liability company organized under the laws of Delaware, is an investment adviser registered with the Commission under the Advisers Act and is an indirect, wholly-owned subsidiary of MassMutual. Barings is the investment adviser to the Existing Regulated Funds and the Existing Affiliated Entities. MassMutual, the Existing Insurance Company Wholly Owned Subsidiaries, Barings, and investment advisory clients of MassMutual and Barings may from time to time invest in the Regulated Funds and/or the Affiliated Entities.

 

As a mutual life insurance company regulated by the Massachusetts Department of Insurance (the “MA DOI”) and the self-regulatory organization the National Association of Insurance Commissioners, MassMutual invests its general investment account to match its liabilities with respect to maturity and interest rate risk, including managing duration, liquidity and overall volatility. MassMutual’s accounts are reviewed by the MA DOI to ensure compliance with various legal and accounting rules that, among other things, govern the types and amount of assets that an insurance company must maintain to help assure its ability to meet its obligations to policy holders. MassMutual’s accounts are also subject to internal investment policies and oversight by various MassMutual committees.

 

MassMutual’s accounts are advised by Barings and other unaffiliated investment advisers. Barings serves as investment adviser to a portion of MassMutual’s accounts pursuant to investment advisory agreements.

 

Although MassMutual indirectly owns Barings, Barings has a separate Board of Directors, officers and management team from MassMutual and operates as a separate, distinct legal entity. Barings’ portfolio managers’ compensation is paid on the same basis with respect to managing the MassMutual accounts and any third-party accounts. Further, Barings’ allocation procedures do not distinguish between MassMutual’s accounts and third-party accounts. Consequently, despite the affiliation between MassMutual and Barings, Barings manages the MassMutual accounts at arm’s length in the same way it manages third-party accounts in the relevant asset classes.

 

 

Each of the Existing Wholly-Owned Subsidiaries is a direct or indirect wholly-owned subsidiary of an Existing Regulated Fund whose sole business purpose is to hold one or more investments on behalf of such Existing Regulated Fund. Each Existing Wholly-Owned Subsidiary is a separate and distinct legal entity. The Existing Wholly-Owned Subsidiaries have investment objectives and strategies that are substantially the same as, or a subset of, those of the applicable Existing Regulated Fund.

 

Each of the Existing Joint Ventures is an unconsolidated joint venture subsidiary of an Existing Regulated Fund, in which all portfolio decisions, and generally all other decisions in respect of such joint venture, must be approved by an investment committee consisting of representatives of the respective Regulated Fund and the unaffiliated joint venture partner (with approval from a representative of each required).

 

A list of the Existing Wholly-Owned Subsidiaries and Joint Ventures is included on Schedule A hereto.

 

 

The Existing Affiliated Funds are investment funds each of whose investment adviser is an Existing Adviser and each of which would be an “investment company” but for Section 3(c)(1) or Section 3(c)(7) of the 1940 Act.¹³ A list of the Existing Affiliated Funds is included on Schedule B hereto.

 

Barings is the investment adviser to the Existing Regulated Funds and Barings or another Existing Adviser will be the investment adviser to each of the Future Regulated Funds. The Regulated Funds may be deemed to be under common control, and thus affiliated persons of each other under Section 2(a)(3)(C). Because MassMutual controls Barings, MassMutual is an affiliated person of Barings under Section 2(a)(3)(C), and therefore an affiliated person of an affiliated person of each Existing Regulated Fund. Barings or another Existing Adviser will be the investment adviser to each Affiliated Entity. Each Existing Adviser and each other Regulated Fund and Affiliated Entity may be deemed to be under common control with, and therefore an affiliated person of, each Regulated Fund under Section 2(a)(3)(C). As a result, these relationships might cause a Regulated Fund and one or more Existing Advisers, other Regulated Funds and/or one or more Affiliated Entities participating in Co-Investment Transactions to be subject to Sections 17(d) or 54(a)(4), and thus subject to the provisions of Rule 17d-1.

 

III.         ORDER REQUESTED

 

The Applicants request an Order of the Commission under Sections 17(d) and 57(i) of the 1940 Act and Rule 17d-1 thereunder to permit, subject to the terms and conditions set forth below in this Application (the “Conditions”), each Regulated Fund to be able to participate with one or more Affiliated Entities in Co‑Investment Transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d‑1 thereunder.

 

 

Section 17(d), in relevant part, prohibits an affiliated person, or an affiliated person of such affiliated person, of a registered investment company, acting as principal, from effecting any transaction in which the registered investment company is “a joint or a joint and several participant with such person” in contravention of such rules as the SEC may prescribe “for the purpose of limiting or preventing participation by such [fund] on a basis different from or less advantageous than that of such other participant.”

Rule 17d-1 prohibits an affiliated person, or an affiliated person of such affiliated person, of a registered investment company, acting as principal, from participating in, or effecting any transaction in connection with, any “joint enterprise or other joint arrangement or profit-sharing plan”¹⁴ in which the fund is a participant without first obtaining an order from the SEC.

 

Section 57(a)(4), in relevant part, prohibits any person related to a business development company in the manner described in Section 57(b), acting as principal, from knowingly effecting any transaction in which the business development company is a joint or a joint and several participant with such persons in contravention of such rules as the Commission may prescribe for the purpose of limiting or preventing participation by the business development company on a basis less advantageous than that of such person.

 

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Section 57(i) provides that, until the SEC prescribes rules under Section 57(a), the SEC’s rules under Section 17(d) applicable to registered closed-end investment companies will be deemed to apply to persons subject to the prohibitions of Section 57(a).  Because the SEC has not adopted any rules under Section 57(a), Rule 17d-1 applies to persons subject to the prohibitions of Section 57(a).

 

Rule 17d-1(b) provides, in relevant part, that in passing upon applications under the rule, the Commission will consider whether the participation of a registered investment company in a joint enterprise, joint arrangement or profit-sharing plan on the basis proposed is consistent with the provisions, policies and purposes of the 1940 Act and the extent to which such participation is on a basis different from or less advantageous than that of other participants.

 

 

Each Regulated Fund may be deemed to be an affiliated person of each other Regulated Fund within the meaning of Section 2(a)(3) if it is deemed to be under common control because an Adviser is or will be either the investment adviser or sub-adviser to each Regulated Fund. Section 17(d) and Section 57(b) apply to any investment adviser to a closed-end fund or a business development company, respectively, including a sub-adviser. Thus, an Adviser and any Affiliated Entities that it advises could be deemed to be persons related to Regulated Funds in a manner described by Sections 17(d) and 57(b). The Existing Advisers are each indirect subsidiaries of MassMutual, are under common control, and are thus affiliated persons of each other. Accordingly, with respect to the Existing Advisers, and any other Advisers that are deemed to be affiliated persons of each other, Affiliated Entities  advised by any of them could be deemed to be persons related to Regulated Funds (or a company controlled by a Regulated Fund) in a manner described by Sections 17(d) and 57(b). In addition, any entities or accounts controlled by or under common control with the Existing Advisers and/or any other Advisers that are deemed to be affiliated persons of each other that may, from time to time, hold various financial assets in a principal capacity, could be deemed to be persons related to Regulated Funds (or a company controlled by a Regulated Fund) in a manner described by Sections 17(d) and 57(b).  Finally, with respect to any Wholly-Owned Investment Sub, Joint Venture, or BDC Downstream Fund of a Regulated Fund, such entity would be a company controlled by its parent Regulated Fund for purposes of Section 57(a)(4) of the 1940 Act and Rule 17d-l under the 1940 Act.

 

 

Applicants agree that any Order granting the requested relief will be subject to the following Conditions.

 

1.         Same Terms.  With respect to any Co-Investment Transaction, each Regulated Fund, and Affiliated Entity participating in such transaction will acquire, or dispose of, as the case may be, the same class of securities, at the same time, for the same price and with the same conversion, financial reporting and registration rights, and with substantially the same other terms (provided that the settlement date for an Affiliated Entity may occur up to ten business days after the settlement date for the Regulated Fund, and vice versa).  If a Participant, but not all of the Regulated Funds, has the right to nominate a director for election to a portfolio company’s board of directors, the right to appoint a board observer or any similar right to participate in the governance or management of a portfolio company, the Board of each Regulated Fund that does not hold this right must be given the opportunity to veto the selection of such person.¹⁵

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3.          Related Expenses.  Any expenses associated with acquiring, holding or disposing of any securities acquired in a Co-Investment Transaction, to the extent not borne by the Adviser(s), will be shared among the Participants in proportion to the relative amounts of the securities being acquired, held or disposed of, as the case may be.¹⁸

4.             No Remuneration.  Any transaction fee¹⁹ (including break-up, structuring, monitoring or commitment fees but excluding broker’s fees contemplated by section 17(e) or 57(k) of the 1940 Act, as applicable), received by an Adviser and/or a Participant in connection with a Co-Investment Transaction will be distributed to the Participants on a pro rata basis based on the amounts they invested or committed, as the case may be, in such Co-Investment Transaction. If any transaction fee is to be held by an Adviser pending consummation of the transaction, the fee will be deposited into an account maintained by the Adviser at a bank or banks having the qualifications prescribed in section 26(a)(1) of the 1940 Act, and the account will earn a competitive rate of interest that will also be divided pro rata among the Participants based on the amount they invest in such Co-Investment Transaction.  No Affiliated Entity Regulated Fund, or any of their affiliated persons will accept any compensation, remuneration or financial benefit in connection with a Regulated Fund’s participation in a Co-Investment Transaction, except: (i) to the extent permitted by Section 17(e) or 57(k) of the 1940 Act; (ii) as a result of either being a Participant in the Co‑Investment Transaction or holding an interest in the securities issued by one of the Participants; or (iii) in the case of an Adviser, investment advisory compensation paid in accordance with investment advisory agreement(s) with the Regulated Fund(s) or Affiliated Entity(ies).

5.             Co-Investment Policies.  Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement policies and procedures reasonably designed to ensure that: (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair and equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co‑Investment Transaction considers the interest in the Transaction of any participating Regulated Fund (the “Co-Investment Policies”).  Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will provide its Co-Investment Policies to the Regulated Funds and will notify the Regulated Funds of any material changes thereto.²⁰

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6.             Dispositions:

(a)           Prior to any Disposition²¹ by an Affiliated Entity of a security acquired in a Co-Investment Transaction, the Adviser to each Regulated Fund that participated in the Co-Investment Transaction will be notified and each such Regulated Fund given the opportunity to participate pro rata based on the proportion of its holdings relative to the other Affiliated Entities participating in such Disposition.

(b)          Prior to any Disposition by a Regulated Fund of a security acquired in a Co-Investment Transaction, the Required Majority will take the steps set forth in Section 57(f) of the 1940 Act, unless: (i) each Affiliated Entity holding the security participates in the Disposition in approximate proportion to its then-current holding of the security; or (ii) the Disposition is a sale of a Tradable Security.²²

 

 

8.             Recordkeeping.  All information presented to the Board pursuant to the order will be kept for the life of the Regulated Fund and at least two years thereafter, and will be subject to examination by the Commission and its Staff.  Each Regulated Fund will maintain the records required by Section 57(f)(3) as if it were a business development company and each of the Co-Investment Transactions were approved by the Required Majority under Section 57(f).²³

9.            In the event that the Commission adopts a rule under the 1940 Act allowing Co-Investments of the type described in this Application, any relief granted by the Order will expire on the effective date of that rule.

IV.          STATEMENT IN SUPPORT OF RELIEF REQUESTED

 

Applicants submit that allowing the Co-Investment Transactions described by this Application is justified on the basis of (i) the potential benefits to the Regulated Funds and their respective shareholders and (ii) the protections found in the terms and conditions set forth in this Application.

Section 57(a)(4) and Rule 17d-1 (as applicable) limit the ability of the Regulated Funds to participate in attractive co-investment opportunities under certain circumstances. If the relief is granted, the Regulated Funds should: (i) be able to participate in a larger number and greater variety of investments, thereby diversifying their portfolios and providing related risk-limiting benefits; (ii) be able to participate in larger financing opportunities, including those involving issuers with better credit quality, which otherwise might not be available to investors of a Regulated Fund’s size; (iii) have greater bargaining power (notably with regard to creditor protection terms and other similar investor rights), more control over the investment and less need to bring in other external investors or structure investments to satisfy the different needs of external investors; (iv) benefit from economies of scale by sharing fixed expenses associated with an investment with the other Participants; and (v) be able to obtain better deal flow from investment bankers and other sources of investments.

 

Each Co-Investment Transaction would be subject to the terms and conditions of this Application.  The Conditions are designed to address the concerns underlying Sections 17(d) and 57(a)(4) and Rule 17d-l by ensuring that participation by a Regulated Fund in any Co-Investment Transaction would not be on a basis different from or less advantageous than that of other Participants.  Under Condition 5, each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement Co-Investment Policies that are reasonably designed to ensure that (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair and equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co Investment Transaction considers the interest in the Transaction of any participating Regulated Fund. The Co-Investment Policies will require an Adviser to make an independent determination of the appropriateness of a Co-Investment Transaction and the proposed allocation size based on each Participant’s specific investment profile and other relevant characteristics.

 

 

V.            PRECEDENTS

 

The Commission has previously issued orders permitting certain investment companies subject to regulation under the 1940 Act and their affiliated persons to be able to participate in Co-Investment Transactions (the “Existing Orders”).²⁴ Similar to the Existing Orders, the Conditions described herein are designed to mitigate the possibility for overreaching and to promote fair and equitable treatment of the Regulated Funds. Accordingly, the Applicants submit that the scope of investor protections contemplated by the Conditions are consistent with those found in the Existing Orders.

 

VI.          PROCEDURAL MATTERS

 

 

Please address all communications concerning this Application, the Notice and the Order to:

 

Jill Dinerman

Chief Legal Officer

Barings LLC

300 S. Tryon Street, Suite 2500

Charlotte, NC 28202

(704) 805-7200

Please address any questions, and a copy of any communications, concerning this Application, the Notice, and the Order to:

 

The filing of this Application for the Order sought hereby and the taking of all acts reasonably necessary to obtain the relief requested herein was authorized by the Board of each Existing Regulated Fund pursuant to resolutions duly adopted by the Board.  Copies of the resolutions are provided below.

 

Pursuant to Rule 0-2(c), Applicants hereby state that each Existing Regulated Fund and Existing Affiliated Fund have authorized to cause to be prepared and to execute and file with the Commission this Application and any amendment thereto for an order pursuant to Sections 17(d) and 57(i) and Rule 17d-1 permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) and Rule 17d-1. The person executing the Application on behalf of the Applicants being duly sworn deposes and says that he has duly executed the Application for and on behalf of the applicable entity listed; that he is authorized to execute the Application pursuant to the terms of an operating agreement, management agreement or otherwise; and that all actions by members, directors or other bodies necessary to authorize each such deponent to execute and file the Application have been taken.

 

The Applicants have caused this Application to be duly signed on their behalf on the 15^th day of May, 2025.

 

Existing Wholly Owned Subs and Joint Ventures

Existing Affiliated Funds

Tower Square Capital Partners IV, L.P.

Tower Square Capital Partners IV-A, L.P.

Barings Global Credit Fund (LUX) – Segregated Loan Account 5

Barings Segregated Loans 5 S.À R.L.

BAYVK R Private Debt SCS, SICAV-FIS

BAYVK R PD 1 Loan S.À R.L.

Barings European Loan Limited

Barings Global High Yield Credit Strategies Limited

Barings Direct Lending 2018 LP

Barings European Direct Lending 1 L.P.

Barings European Direct Lending 1 S.À R.L.

Barings Global Credit Fund (LUX) – Barings European Private Loan Fund II

Barings European Private Loans 2 S.À R.L.

Barings Global Credit Fund (LUX) – Barings European Private Loan Fund III

Barings European Private Loans 3 S.À R.L.

Barings Global Credit Fund (LUX) – Barings European Private Loan Fund III (A)

Barings European Private Loans 3A S.À R.L.

Barings Global Credit Fund (LUX) – Barings Global Private Loan Fund 2

Barings Global Private Loans 2 S.À R.L.

Barings Global Credit Fund (LUX) – Barings Global Private Loan Fund 3

Barings Global Private Loans 3 S.À R.L.

Barings Global Private Loan Fund 4 SCSp

Barings Global Private Loans 4 S.À R.L.

Barings Global Private Loan Fund 4(S) SCSp

Barings Global Private Loans 4(S) S.À R.L.

Barings Segregated Loans 3 S.À R.L.

Barings Global Credit Fund (LUX) – Segregated Loan Account 1

Barings Segregated Loans 1 S.À R.L.

Barings Global Credit Fund (LUX) – Segregated Loan Account 2

Barings Segregated Loans 2 S.À R.L.

Barings Global Investment Funds plc – Global Private Loan Strategy Fund 1

Barings Global Private Loan Strategy 1 Limited

Barings Global Credit Fund (LUX) – Segregated Loan Account 4

Barings Global Credit Fund (LUX) – Segregated Loan Account 6

Barings Segregated Loans 6 S.À R.L.

Barings SLA 6 LLC

Barings SS4 (LUX) LLC

Barings Umbrella Fund (LUX) – Barings Global Special Situations Credit Fund 4 (LUX) Fund

Barings Global Special Situations Credit 4 (LUX) S.À R.L.

Barings Global Credit Fund (LUX) – Barings Global Special Situations Credit Fund 3

Barings Global Special Situations Credit 3 S.À R.L.

Barings – MM Revolver Fund LP

Barings Small Business Fund, L.P.

Barings Middle Market CLO Ltd. 2017-I

Barings Middle Market CLO Ltd. 2021-I

Barings Global Investment Funds plc – Global Multi-Credit Strategy Fund 1

Barings Global Multi-Credit Strategy 1 Limited

Barings Global Investment Funds plc – Global Multi-Credit Strategy Fund 3

Barings Global Multi-Credit Strategy 3 Limited

Barings Global Investment Funds plc – Global Multi-Credit Strategy Fund 4

Barings Global Multi-Credit Strategy 4 Limited

BME SCSP

BME Investment S.À R.L.

Barings North American Private Loan Fund II (Cayman)-A, LP

Barings North American Private Loan Fund II (Cayman), L.P.

Barings North American Private Loan Fund II (Unlevered), L.P.

NAPLF (Cayman)-A Senior Funding II LLC

NAPLF (Cayman) Senior Funding II LLC

OTPP – BNAPLF II LP

OTPP - BNAPLF II Funding LP

Barings Global Special Situations Credit Fund 4 (Delaware) L.P.

Barings European Loan Strategy 1 Limited

Barings North American Private Loan Fund III (LUX) S.C.Sp

Barings Middle Market CLO 2023-I Ltd.

Barings Middle Market CLO 2023-II Ltd.

Barings Middle Market CLO Ltd. 2025-I

Barings Middle Market Loan Partners 1

Barings Middle Market Loan Partners 2

Barings Specialty Private Debt Fund 1

Barings Specialty Private Debt HoldCo 1 S.À R.L.

Barings Umbrella Fund (LUX) - Segregated Direct Lending Fund 1

Barings Umbrella Fund (LUX) - Segregated Direct Lending Fund 2

Barings Umbrella Fund (LUX) - Segregated Direct Lending Fund 3

Barings Umbrella Fund (LUX) - Segregated Direct Lending Fund 4

Barings Segregated Direct Lending HoldCo 1 S.À R.L.

Barings Segregated Direct Lending HoldCo 2 S.À R.L.

Barings Segregated Direct Lending HoldCo 3 S.À R.L.

Barings Segregated Direct Lending HoldCo 4 S.À R.L.

Distinct Direct Lending Fund 1 SCSp

Barings Distinct Direct Lending Holdco 1 Limited

Barings Global Diversified Private Credit Fund 1 SCSp

Barings Global Diversified Private Credit HoldCo 1 S.À R.L.

Barings Developed Europe Private Loan Fund 1 SCSp

Barings Global Special Situations Credit Fund 2 LP

Barings Capital Solutions Perpetual Fund (DE), L.P.

Barings Capital Solutions Perpetual Fund (DE) Coinvest, L.P.

Barings Capital Solutions Perpetual (DE) HoldCo 1 S.À R.L.

Barings Capital Solutions Perpetual (DE) Series LLC

Barings Capital Solutions Perpetual (DE) Coinv Holdco 1 S.À R.L.

Barings Capital Solutions Perpetual (DE) Coinv Series LLC

Barings Capital Solutions Perpetual Fund (LUX)

Barings Capital Solutions Perpetual (LUX) HoldCo 1 S.À R.L.

Barings Capital Solutions Perpetual (LUX) Series LLC

Barings Capital Solutions Perpetual (LUX) Coinv Holdco 1 S.À R.L.

Barings Capital Solutions Perpetual (LUX) Coinv Series LLC

Barings Capital Solutions Perpetual Fund (CA), L.P.

Barings Capital Solutions Perpetual Fund (CA) Coinvest, L.P.

Barings Capital Solutions Perpetual (CA) HoldCo 1 S.À R.L.

Barings Capital Solutions Perpetual (CA) Series LLC

Barings Capital Solutions Perpetual (CA) Coinv Holdco 1 S.À R.L.

Barings Capital Solutions Perpetual (CA) Coinv Series LLC

Barings Target Yield Infrastructure Debt Fund

Barings Target Yield Infrastructure Debt Holdco 1 S.À R.L.

Barings Target Yield Infrastructure Debt Holdco 2 S.À R.L.

Barings Target Yield Infrastructure Debt Fund 2

Barings European Private Loan Fund 4

Barings European Private Loan Fund 4(A)

Barings European Private Loan HoldCo 4 S.À R.L.

Barings European Private Loan HoldCo 4A S.À R.L.

Barings Perpetual European Direct Lending Fund

Barings Perpetual European Direct Lending HoldCo 1 S.À R.L.

Barings NAPLF3 (LUX) LLC

Barings Global Special Situations Credit Fund 4 (DE) S.À R.L.

 

The undersigned states that he or she has duly executed the foregoing Application, dated May 15, 2025, for and on behalf of Barings Corporate Investors, Barings Global Short Duration High Yield Fund, Barings Dynamic Credit Income Fund, CI Subsidiary Trust, Barings Participation Investors, PI Subsidiary Trust, Barings LLC, Massachusetts Mutual Life Insurance Company, C.M. Life Insurance Company, Barings Finance LLC, Tower Square Capital Partners IV, L.P., Tower Square Capital Partners IV-A, L.P., Barings BDC, Inc., Energy Hardware Holdings, Inc., SIC Investment Holdings LLC, Barings Private Credit Corporation, Barings Capital Investment Corporation, BCIC Holdings, Inc., Barings Global Credit Fund (LUX) – Segregated Loan Account 5, Barings Segregated Loans 5 S.À R.L., BAYVK R Private Debt SCS, SICAV-Fis, BAYVK R PD 1 Loan S.À R.L., Barings European Loan Limited, BCF Europe Funding Limited, BCF Senior Funding I Designated Activity Company, BCF Senior Funding I LLC, Barings Global High Yield Credit Strategies Limited, Barings Direct Lending 2018 LP, Barings European Direct Lending 1 L.P., Barings European Direct Lending 1 S.À R.L., Barings Global Credit Fund (LUX) – Barings European Private Loan Fund II, Barings European Private Loans 2 S.À R.L., Barings Global Credit Fund (LUX) – Barings European Private Loan Fund III, Barings European Private Loans 3 S.À R.L., Barings Global Credit Fund (LUX) – Barings European Private Loan Fund III (A), Barings European Private Loans 3A S.À R.L., Barings Global Credit Fund (LUX) – Barings Global Private Loan Fund 2, Barings Global Private Loans 2 S.À R.L., Barings Global Credit Fund (LUX) – Barings Global Private Loan Fund 3, Barings Global Private Loans 3 S.À R.L., Barings Global Private Loan Fund 4 SCSp, Barings Global Private Loans 4 S.À R.L., Barings Global Private Loan Fund 4(S) SCSp, Barings Global Private Loans 4(S) S.À R.L., Barings Segregated Loans 3 S.À R.L., Barings Global Credit Fund (LUX) – Segregated Loan Account 1, Barings Segregated Loans 1 S.À R.L., Barings Global Credit Fund (LUX) – Segregated Loan Account 2, Barings Segregated Loans 2 S.À R.L., Barings Global Investment Funds Plc – Global Private Loan Strategy Fund 1, Barings Global Private Loan Strategy 1 Limited, Barings Global Credit Fund (LUX) – Segregated Loan Account 4, Barings Global Credit Fund (LUX) – Segregated Loan Account 6, Barings Segregated Loans 6 S.À R.L., Barings SLA 6 LLC, Barings SS4 (LUX) LLC, Barings Umbrella Fund (LUX) – Barings Global Special Situations Credit Fund 4 (LUX) Fund, Barings Global Special Situations Credit 4 (LUX) S.À R.L., Barings Global Credit Fund (LUX) – Barings Global Special Situations Credit Fund 3, Barings Global Special Situations Credit 3 S.À R.L., Barings - MM Revolver Fund LP, Barings Small Business Fund, L.P., Barings Middle Market CLO Ltd. 2017-I, Barings Middle Market CLO Ltd. 2021-I, MassMutual Ascend Life Insurance Company, MassMutual Trad Private Equity LLC, Barings Global Investment Funds Plc – Global Multi-Credit Strategy Fund 1, Barings Global Multi-Credit Strategy 1 Limited, Barings Global Investment Funds Plc – Global Multi-Credit Strategy Fund 3, Barings Global Multi-Credit Strategy 3 Limited, Barings Global Investment Funds Plc – Global Multi-Credit Strategy Fund 4, Barings Global Multi-Credit Strategy 4 Limited, BME SCSp, BME Investment S.À R.L., Barings North American Private Loan Fund II (Cayman)-A, LP, Barings North American Private Loan Fund II (Cayman), L.P., Barings North American Private Loan Fund II (Unlevered), L.P., NAPLF (Cayman)-A Senior Funding II LLC, NAPLF (Cayman) Senior Funding II LLC, OTPP - BNAPLF II LP, OTPP - BNAPLF II Funding LP, Barings Global Special Situations Credit Fund 4 (Delaware) L.P., Barings European Loan Strategy 1 Limited, BPC Funding LLC, BPCC Holdings, Inc., Jocassee Partners LLC, Sierra Senior Loan Strategy JV I LLC, Banff Partners LP, Barings North American Private Loan Fund III (LUX) S.C.SP, Barings Middle Market CLO 2023-I Ltd., Barings Middle Market CLO 2023-II Ltd., Barings Middle Market CLO Ltd. 2025-I, Barings Middle Market Loan Partners 1, Barings Middle Market Loan Partners 2, Barings Specialty Private Debt Holdco 1 S.À R.L., Barings Specialty Private Debt Fund 1, Barings Segregated Direct Lending Holdco 1 S.À R.L., Barings Segregated Direct Lending Holdco 2 S.À R.L., Barings Segregated Direct Lending Holdco 3 S.À R.L., Barings Segregated Direct Lending Holdco 4 S.À R.L., Barings Umbrella Fund (LUX) - Segregated Direct Lending Fund 1, Barings Umbrella Fund (LUX) - Segregated Direct Lending Fund 2, Barings Umbrella Fund (LUX) - Segregated Direct Lending Fund 3, Barings Umbrella Fund (LUX)- Segregated Direct Lending Fund 4, Barings Distinct Direct Lending Holdco 1 Limited, Distinct Direct Lending Fund 1 SCSp, Barings Global Diversified Private Credit Fund 1 SCSp, Barings Global Diversified Private Credit Holdco 1 S.À R.L., Barings Developed Europe Private Loan Fund 1 SCSp, Barings Global Special Situations Credit Fund 2 LP, Barings Capital Solutions Perpetual Fund (DE), L.P., Barings Capital Solutions Perpetual Fund (DE) Coinvest, L.P., Barings Capital Solutions Perpetual (DE) Coinv Holdco 1 S.À R.L., Barings Capital Solutions Perpetual (DE) Holdco 1 S.À R.L., Barings Capital Solutions Perpetual (DE) Coinv Series LLC, Barings Capital Solutions Perpetual (DE) Series LLC, Barings Capital Solutions Perpetual Fund (LUX), Barings Capital Solutions Perpetual (LUX) Coinv Holdco 1 S.À R.L., Barings Capital Solutions Perpetual (LUX) Holdco 1 S.À R.L., Barings Capital Solutions Perpetual (LUX) Series LLC, Barings Capital Solutions Perpetual (LUX) Coinv Series LLC, Barings Capital Solutions Perpetual Fund (CA), L.P., Barings Capital Solutions Perpetual Fund (CA) Coinvest, L.P., Barings Capital Solutions Perpetual (CA) Coinv Holdco 1 S.À R.L., Barings Capital Solutions Perpetual (CA) Holdco 1 S.À R.L., Barings Capital Solutions Perpetual (CA)Series LLC, Barings Capital Solutions Perpetual (CA) Coinv Series LLC, Barings Target Yield Infrastructure Debt Fund 2, Barings Target Yield Infrastructure Debt Holdco 2 S.À R.L., Barings Target Yield Infrastructure Debt Fund, Barings Target Yield Infrastructure Debt Holdco 1 S.À R.L., Barings European Private Loan Fund 4, Barings European Private Loan Fund 4 (A), Barings European Private Loan Holdco 4 S.À R.L., Barings European Private Loan Holdco 4A S.À R.L., Barings Perpetual European Direct Lending Fund, Barings Perpetual European Direct Lending Holdco 1 S.À R.L., Barings NAPLF3 (LUX) LLC, and Barings Global Special Situations Credit 4 (DE) S.À R.L., as the case may be, that he or she holds the office with such entity as indicated below and that all action by the trustees, directors, stockholders, general partners, or members of each entity, as applicable, necessary to authorize the undersigned to execute and file such instrument has been taken. The undersigned further states that he or she is familiar with such instrument and the contents thereof and that the facts set forth therein are true to the best of his or her knowledge, information and belief.

 

 

WHEREAS, the Board deems it is advisable and in the best interest of the Fund to file with the U.S. Securities and Exchange Commission (the “Commission”) an application for an order pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 17d-l promulgated thereunder (the “Application”), to authorize the entering into of certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 promulgated thereunder.

 

NOW, THEREFORE, BE IT RESOLVED, that the officers of Barings LLC and the Fund be, and each of them hereby is, authorized and directed on behalf of the Fund and in its name and on behalf of the Fund, to prepare, execute, and cause to be filed with the Commission the Application, substantially in the form attached hereto as Exhibit A, and any amendments thereto, pursuant to Sections 17(d) and 57(i) of the 1940 Act, and Rule 17d-1 promulgated under the 1940 Act, authorizing certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 promulgated under the 1940 Act; and it is further

 

RESOLVED, that the officers of the Fund be, and each of them hereby is, authorized and directed to take such further action and execute such other documents as such officer or officers shall deem necessary or advisable in order to effectuate the intent of the foregoing resolution; and it is further

 

RESOLVED, that any and all actions previously taken by the Fund or any of its trustees or officers in connection with the actions contemplated by the foregoing resolutions be, and each of them hereby is, ratified, confirmed, approved and adopted in all respects as and for the acts and deeds of the Fund.

 

 

WHEREAS, the sole initial trustee of the Fund deems it is advisable and in the best interest of the Fund to file with the U.S. Securities and Exchange Commission (the “Commission”) an application for an order pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 17d-l promulgated thereunder (the “Application”), to authorize the entering into of certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 promulgated thereunder.

 

NOW, THEREFORE, BE IT RESOLVED, that the officers of Barings LLC and the Fund be, and each of them hereby is, authorized and directed on behalf of the Fund and in its name and on behalf of the Fund, to prepare, execute, and cause to be filed with the Commission the Application, substantially in the form attached hereto as Exhibit A, and any amendments thereto, pursuant to Sections 17(d) and 57(i) of the 1940 Act, and Rule 17d-1 promulgated under the 1940 Act, authorizing certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 promulgated under the 1940 Act; and it is further

 

RESOLVED, that the officers of the Fund be, and each of them hereby is, authorized and directed to take such further action and execute such other documents as such officer or officers shall deem necessary or advisable in order to effectuate the intent of the foregoing resolution; and it is further

 

RESOLVED, that any and all actions previously taken by the Fund or any of its trustees or officers in connection with the actions contemplated by the foregoing resolutions be, and each of them hereby is, ratified, confirmed, approved and adopted in all respects as and for the acts and deeds of the Fund.

 

 

WHEREAS, the Company’s Board deems it is advisable and in the best interest of the Company to file with the U.S. Securities and Exchange Commission (the “Commission”) an application for an order pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 17d-l promulgated thereunder (the “Application”), to authorize the entering into of certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 promulgated thereunder.

 

NOW, THEREFORE, BE IT RESOLVED, that the officers of Barings LLC and the Company be, and each of them hereby is, authorized and directed on behalf of the Company and in its name and on behalf of the Company, to prepare, execute, and cause to be filed with the Commission the Application, substantially in the form attached hereto as Exhibit A, and any amendments thereto, pursuant to Sections 17(d) and 57(i) of the 1940 Act, and Rule 17d-1 promulgated under the 1940 Act, authorizing certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 promulgated under the 1940 Act; and it is further

 

RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and directed to take such further action and execute such other documents as such officer or officers shall deem necessary or advisable in order to effectuate the intent of the foregoing resolution; and it is further

 

RESOLVED, that any and all actions previously taken by the Company or any of its directors or officers in connection with the actions contemplated by the foregoing resolutions be, and each of them hereby is, ratified, confirmed, approved and adopted in all respects as and for the acts and deeds of the Company.

 

 

WHEREAS, the Company’s Board deems it is advisable and in the best interest of the Company to file with the U.S. Securities and Exchange Commission (the “Commission”) an application for an order pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 17d-l promulgated thereunder (the “Application”), to authorize the entering into of certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 promulgated thereunder.

 

NOW, THEREFORE, BE IT RESOLVED, that the officers of Barings LLC and the Company be, and each of them hereby is, authorized and directed on behalf of the Company and in its name and on behalf of the Company, to prepare, execute, and cause to be filed with the Commission the Application, substantially in the form attached hereto as Exhibit A, and any amendments thereto, pursuant to Sections 17(d) and 57(i) of the 1940 Act, and Rule 17d-1 promulgated under the 1940 Act, authorizing certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 promulgated under the 1940 Act; and it is further

 

RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and directed to take such further action and execute such other documents as such officer or officers shall deem necessary or advisable in order to effectuate the intent of the foregoing resolution; and it is further

 

RESOLVED, that any and all actions previously taken by the Company or any of its directors or officers in connection with the actions contemplated by the foregoing resolutions be, and each of them hereby is, ratified, confirmed, approved and adopted in all respects as and for the acts and deeds of the Company.

 

 

WHEREAS, the Company’s Board deems it is advisable and in the best interest of the Company to file with the U.S. Securities and Exchange Commission (the “Commission”) an application for an order pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 17d-l promulgated thereunder (the “Application”), to authorize the entering into of certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 promulgated thereunder.

 

NOW, THEREFORE, BE IT RESOLVED, that the officers of Barings LLC and the Company be, and each of them hereby is, authorized and directed on behalf of the Company and in its name and on behalf of the Company, to prepare, execute, and cause to be filed with the Commission the Application, substantially in the form attached hereto as Exhibit A, and any amendments thereto, pursuant to Sections 17(d) and 57(i) of the 1940 Act, and Rule 17d-1 promulgated under the 1940 Act, authorizing certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 promulgated under the 1940 Act; and it is further

 

RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and directed to take such further action and execute such other documents as such officer or officers shall deem necessary or advisable in order to effectuate the intent of the foregoing resolution; and it is further

 

RESOLVED, that any and all actions previously taken by the Company or any of its directors or officers in connection with the actions contemplated by the foregoing resolutions be, and each of them hereby is, ratified, confirmed, approved and adopted in all respects as and for the acts and deeds of the Company.

 

 

WHEREAS, the Board deems it is advisable and in the best interest of the Trust to file with the U.S. Securities and Exchange Commission (the “Commission”) an application for an order pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 17d-l promulgated thereunder (the “Application”), to authorize the entering into of certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 promulgated thereunder.

 

NOW, THEREFORE, BE IT RESOLVED, that the officers of Barings LLC and the Trust be, and each of them hereby is, authorized and directed on behalf of the Trust and in its name and on behalf of the Trust, to prepare, execute, and cause to be filed with the Commission the Application, substantially in the form attached hereto as Exhibit A, and any amendments thereto, pursuant to Sections 17(d) and 57(i) of the 1940 Act, and Rule 17d-1 promulgated under the 1940 Act, authorizing certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 promulgated under the 1940 Act; and it is further

 

RESOLVED, that the officers of the Trust be, and each of them hereby is, authorized and directed to take such further action and execute such other documents as such officer or officers shall deem necessary or advisable in order to effectuate the intent of the foregoing resolution; and it is further

 

RESOLVED, that any and all actions previously taken by the Trust or any of its trustees or officers in connection with the actions contemplated by the foregoing resolutions be, and each of them hereby is, ratified, confirmed, approved and adopted in all respects as and for the acts and deeds of the Trust.

 

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