Edgar Filing: BARINGS PARTICIPATION INVESTORS

Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-Q

Quarterly Schedule of Portfolio Holdings of

Registered Management Investment Company

Investment Company Act file number 811-05531

Barings Participation Investors

(Exact name of registrant as specified in charter)

1500 Main Street, Springfield, MA 01115

(Address of principal executive offices) (Zip code)

Janice M. Bishop, Vice President, Secretary and Chief Legal Officer

Independence Wharf, 470 Atlantic Avenue, Boston, MA 02210

(Name and address of agent for service)

Registrant's telephone number, including area code: 413-226-1000

___________________

Date of fiscal year end: 12/31

___________________

Date of reporting period: 09/30/18

___________________

ITEM 1. SCHEDULE OF INVESTMENTS

CONSOLIDATED SCHEDULE OF INVESTMENTS

September 30, 2018

(Unaudited)

Corporate Restricted Securities - 85.06%: (A)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date		Cost		Fair Value

Private Placement Investments - 72.65%: (C)
1A Smart Start, Inc.
A designer, distributor and lessor of ignition interlock devices ("IIDs"). IIDs are sophisticated breathalyzers wired to a vehicles ignition system.
10.49% Second Lien Term Loan due 12/22/2022 (LIBOR + 8.250%)	$	1,725,000	12/21/17		$	1,696,233	$	1,691,315

ABC Industries, Inc.
A manufacturer of mine and tunneling ventilation products in the U.S.
13% Senior Subordinated Note due 07/31/2019	$	109,335	08/01/12			107,265		109,140
Preferred Stock Series A (B)	125,000 shs.		08/01/12			125,000		243,046
Warrant, exercisable until 2022, to purchase common stock at $.02 per share (B)	22,414 shs.		08/01/12			42,446		42,137
						274,711		394,323

Advanced Manufacturing Enterprises LLC
A designer and manufacturer of large, custom gearing products for a number of critical customer applications.
Limited Liability Company Unit (B)	1,945 uts.			*		207,911		26,868
* 12/07/12, 07/11/13 and 06/30/15.

AFC - Dell Holding Corporation
A distributor and provider of inventory management services for "C-Parts" used by OEMs in their manufacturing and production facilities.
12.5% (1% PIK) Senior Subordinated Note due 09/27/2020	$	1,224,547	02/28/22			1,214,049		1,198,036
Preferred Stock (B)	1,122 shs.		02/28/22			112,154		112,789
Common Stock (B)	346 shs.		02/28/22			346		—
						1,326,549		1,310,825

AM Conservation Holding Corp.
A supplier of energy efficiency ("EE") products, including lighting, shower heads and aerators, and weatherization products such as door seals and weather stripping.
11.5% (1.5% PIK) Senior Subordinated Note due 04/30/2023	$	1,568,182	10/31/16			1,546,468		1,581,507
11.5% (1.25% PIK) Senior Subordinated Note due 04/30/2023	$	206,039	10/06/17			202,471		207,350
Common Stock (B)	156,818 shs.		10/31/16			156,818		180,036
						1,905,757		1,968,893

AMS Holding LLC
A leading multi-channel direct marketer of high-value collectible coins and proprietary-branded jewelry and watches.
Limited Liability Company Unit Class A Preferred (B)(F)	114 uts.		10/04/12			113,636		218,719

Barings Participation Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2018

(Unaudited)

Corporate Restricted Securities: (A) (Continued)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date		Cost		Fair Value

API Technologies Corp.
A designer, developer and manufacturer of electronic systems, subsystems, modules and secure communications for technically demanding defense, aerospace and commercial applications in the U.S. and internationally.
Limited Liability Company Unit (B)	0.40% int.		04/20/16		$	240,741	$	451,950

ASC Holdings, Inc.
A manufacturer of capital equipment used by corrugated box manufacturers.
13% (1% PIK) Senior Subordinated Note due 05/18/2021	$	761,884	11/19/15			753,468		699,224
Limited Liability Company Unit (B)	111,100 uts.		11/18/15			111,100		—
						864,568		699,224

Aurora Parts & Accessories LLC
A distributor of aftermarket over-the-road semi-trailer parts and accessories sold to customers across North America.
11% Senior Subordinated Note due 02/17/2022	$	1,515,400	08/17/15			1,497,401		1,466,455
14% Senior Subordinated Note due 08/17/2022	$	10,486	08/30/18			10,486		10,394
Preferred Stock (B)	210 shs.		08/17/15			209,390		109,573
Common Stock (B)	210 shs.		08/17/15			210		—
						1,717,487		1,586,422

Avantech Testing Services LLC
A manufacturer of custom Non-Destructive Testing ("NDT") systems and provider of NDT and inspections services primarily to the oil country tubular goods market.
15% (3.75% PIK) Senior Subordinated Note due 03/31/2021 (D)	$	6,777	07/31/14			6,650		—
Limited Liability Company Unit (B)(F)	45,504 uts.			*		—		—
Limited Liability Company Unit Class C Preferred (B)(F)	78,358 uts.		09/29/17			484,578		—
* 07/31/14 and 10/14/15.						491,228		—

BBB Industries LLC
A supplier of re-manufactured parts to the North American automotive aftermarket.
10.60% Second Lien Term Loan due 06/26/2026 (LIBOR + 8.500%)	$	1,725,000	08/02/18			1,674,221		1,707,750

BCC Software, Inc.
A provider of software and data solutions which enhance mail processing to help direct mail marketers realize discounts from the U.S. Postal Service, avoid penalties associated with mailing errors, and improve the accuracy and efficiency of marketing campaigns.
12% (1% PIK) Senior Subordinated Note due 04/11/2023	$	1,506,408	10/11/17			1,480,542		1,473,033
Preferred Stock Series A (B)	23 shs.		10/11/17			232,373		232,400
Common Stock Class A (B)	735 shs.		10/11/17			735		30,793
						1,713,650		1,736,226

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2018

(Unaudited)

Corporate Restricted Securities: (A) (Continued)		Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date		Cost		Fair Value

BEI Precision Systems & Space Company, Inc.
A provider of advanced design, manufacturing, and testing for custom optical encoder-based positioning systems, precision accelerometers, and micro scanners.
12% (1% PIK) Senior Subordinated Note due 04/28/2024		$	1,469,724		04/28/17	$	1,444,823	$	1,447,458
Limited Liability Company Unit (B)(F)	2,760 uts.				04/28/17		276,000		147,864
							1,720,823		1,595,322

Blue Wave Products, Inc.
A distributor of pool supplies.
13% (1% PIK) Senior Subordinated Note due 09/30/2019		$	337,259		10/12/12		332,343		337,259
Common Stock (B)	51,064 shs.				10/12/12		51,064		227,575
Warrant, exercisable until 2022, to purchase common stock at $.01 per share (B)	20,216 shs.				10/12/12		20,216		90,096
							403,623		654,930

BlueSpire Holding, Inc.
A marketing services firm that integrates strategy, technology, and content to deliver customized marketing solutions for clients in the senior living, financial services and healthcare end markets.
Common Stock (B)	29,560 shs.				06/30/15		937,438		—

Cadence, Inc.
A full-service contract manufacturer ("CMO") and supplier of advanced products, technologies, and services to medical device, life science, and industrial companies.
6.74% Lien Term Loan due 04/30/2025 (LIBOR + 4.500%)		$	811,823		05/14/18		796,431		792,814

Cadent, LLC
A provider of advertising solutions driven by data and technology.
9.75% Term Loan due 09/07/2023 (LIBOR + 5.500%)		$	1,026,038		09/04/18		1,015,857		1,020,908

CHG Alternative Education Holding Company
A leading provider of publicly-funded, for profit pre-K-12 education services targeting special needs children at therapeutic day schools and "at risk" youth through alternative education programs.
13.5% (1.5% PIK) Senior Subordinated Note due 06/19/2020		$	800,858		01/19/11		796,616		794,470
14% (2% PIK) Senior Subordinated Note due 06/19/2020		$	212,387		08/03/12		211,377		208,749
Common Stock (B)	375 shs.				01/19/11		37,500		31,716
Warrant, exercisable until 2021, to purchase common stock at $.01 per share (B)	295 shs.				01/19/11		29,250		24,931
							1,074,743		1,059,866

Barings Participation Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2018

(Unaudited)

Corporate Restricted Securities: (A) (Continued)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date		Cost		Fair Value

Clarion Brands Holding Corp.
A portfolio of six over-the-counter (OTC) pharmaceutical brands whose products are used to treat tinnitus or ringing of the ear, excessive sweating, urinary tract infections, muscle pain, and skin conditions.
Limited Liability Company Unit (B)	1,853 uts.		07/18/16		$	189,267	$	192,807

Clubessential LLC
A leading SaaS platform for private clubs and resorts.
7% (5% PIK) Senior Subordinated Note due 01/12/24	$	1,787,305	01/16/18			1,755,517		1,773,801

Compass Chemical International LLC
A manufacturer and supplier of standard and specialty formulated chemicals, primarily phosphoric acid derivatives called phosphonates.
Limited Liability Company Unit (B)(F)	230 uts.		03/04/15			147,305		244,984

CORA Health Services, Inc.
A provider of outpatient rehabilitation therapy services.
11% (1% PIK) Term Loan due 05/05/2025	$	2,086,422	05/01/18			1,463,052		1,415,430
Preferred Stock Series A (B)	758 shs.		06/30/16			38,258		91,182
Common Stock Class A (B)	3,791 shs.		06/30/16			3,791		20,030
						1,505,101		1,526,642

CTM Holding, Inc.
A leading owner and operator of coin-operated children's rides, penny presses and candy kiosks in the U.S.
15% (3% PIK) Senior Subordinated Note due 12/31/2020	$	1,366,519	11/22/13			1,359,133		1,366,519
14% (2% PIK) Senior Subordinated Note due 06/04/2020	$	337,797	05/08/18			329,577		332,452
Common Stock (B)	90 shs.			*		514,284		997,754
Warrant, exercisable until 2028, to purchase common stock at $.01 per share (B)	2 shs.		05/08/18			—		22,172
* 11/22/13 and 09/16/16.						2,202,994		2,718,897

Del Real LLC
A manufacturer and distributor of fully-prepared fresh refrigerated Hispanic entrees as well as side dishes that are typically sold on a heat-and-serve basis at retail grocers.
11% Senior Subordinated Note due 04/06/2023	$	1,420,588	10/07/16			1,398,778		1,388,981
Limited Liability Company Unit (B)(F)	336,487 uts.			*		343,121		245,636
* 10/07/16 and 07/25/18.						1,741,899		1,634,617

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2018

(Unaudited)

Corporate Restricted Securities: (A) (Continued)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date		Cost		Fair Value

Discovery Education, Inc.
A provider of standards-based, digital education content for K-12 schools.
7.04% Term Loan due 04/30/2024 (LIBOR + 4.750%)	$	1,921,590		04/20/18	$	1,885,858	$	1,876,252

DPL Holding Corporation
A distributor and manufacturer of aftermarket undercarriage parts for medium and heavy duty trucks and trailers.
Preferred Stock (B)	25 shs.			05/04/12		252,434		265,889
Common Stock (B)	25 shs.			05/04/12		28,048		—
						280,482		265,889

DuBois Chemicals, Inc.
A provider of consumable, value-added specialty cleaning chemical solutions to the industrial, transportation paper and water markets.
10.40% Second Lien Term Loan due 08/31/2025 (LIBOR + 8.000%)	$	1,725,000		09/19/18		1,707,750		1,707,750

Dunn Paper
A provider of specialty paper for niche product applications.
10.99% Second Lien Term Loan due 08/26/2023 (LIBOR + 8.750%)	$	1,725,000		09/28/16		1,700,367		1,729,313

ECG Consulting Group
A healthcare management consulting company who provides strategic, financial, operational, and technology related consulting services to healthcare providers.
11.5% (0.5% PIK) Senior Subordinated Note due 06/20/2025	$	758,719		06/20/18		744,139		756,962
11.5% (0.75% PIK) Senior Subordinated Note due 06/20/2025	$	1,328,581		11/21/14		1,314,495		1,325,505
Limited Liability Company Unit (B)(F)	230 uts.			11/19/14		36,199		86,897
						2,094,833		2,169,364

Elite Sportwear Holding, LLC
A designer and manufacturer of gymnastics, competitive cheerleading and swimwear apparel in the U.S. and internationally.
11.5% (1% PIK) Senior Subordinated Note due 01/14/2022 (D)	$	1,588,640		10/14/16		1,568,694		1,509,208
Limited Liability Company Unit (B)(F)	101 uts.			10/14/16		159,722		40,662
						1,728,416		1,549,870

English Color & Supply LLC
A distributor of aftermarket automotive paint and related products to collision repair shops, auto dealerships and fleet customers through a network of stores in the Southern U.S.
11.5% (0.5% PIK) Senior Subordinated Note due 12/31/2023	$	1,335,621		06/30/17		1,313,102		1,305,319
Limited Liability Company Unit (B)(F)	397,695 uts.			06/30/17		397,695		326,110
						1,710,797		1,631,429

Barings Participation Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2018

(Unaudited)

Corporate Restricted Securities: (A) (Continued)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date		Cost		Fair Value

E.S.P. Associates, P.A.
A professional services firm providing engineering, surveying and planning services to infrastructure projects.
12% (1% PIK) Senior Subordinated Note due 10/04/2023	$	690,226		04/04/18	$	677,375	$	682,313
Limited Liability Company Unit (B)	229 uts.			04/04/18		228,955		247,971
						906,330		930,284

F F C Holding Corporation
A leading U.S. manufacturer of private label frozen novelty and ice cream products.
Limited Liability Company Unit Preferred (B)	171 uts.			09/27/10		58,345		24,100
Limited Liability Company Unit Common (B)	171 uts.			09/27/10		17,073		—
						75,418		24,100

F G I Equity LLC
A manufacturer of a broad range of filters and related products that are used in commercial, light industrial, healthcare, gas turbine, nuclear, laboratory, clean room, hotel, educational system, and food processing settings.
Limited Liability Company Unit Preferred (B)	80,559 uts.			04/15/14		—		80,558
Limited Liability Company Unit Class B-1 (B)	65,789 uts.			12/15/10		65,789		422,290
Limited Liability Company Unit Class B-2 (B)	8,248 uts.			12/15/10		8,248		52,943
Limited Liability Company Unit Class B-3 (B)	6,522 uts.			08/30/12		15,000		43,558
Limited Liability Company Unit Class C (B)	1,575 uts.			12/20/10		16,009		68,206
						105,046		667,555

GD Dental Services LLC
A provider of convenient "onestop" general, specialty, and cosmetic dental services with 21 offices located throughout South and Central Florida.
Limited Liability Company Unit Preferred (B)	76 uts.			10/05/12		75,920		—
Limited Liability Company Unit Common (B)	767 uts.			10/05/12		767		—
						76,687		—

gloProfessional Holdings, Inc.
A marketer and distributor of premium mineral-based cosmetics, cosmeceuticals and professional hair care products to the professional spa and physician's office channels.
14% (2% PIK) Senior Subordinated Note due 03/27/2019	$	1,499,222		03/27/13		1,496,582		1,349,300
Common Stock (B)	1,181 shs.			03/27/13		118,110		3,679
						1,614,692		1,352,979

Glynlyon Holding Companies, Inc.
A technology-enabled curriculum provider of K-12 and support services predominantly to small and medium public school districts.
Common Stock (B)	147 shs.			01/15/16		103,205		193,076

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2018

(Unaudited)

Corporate Restricted Securities: (A) (Continued)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date		Cost		Fair Value

GlynnDevins Acquisition Corporation
A marketing communications agency that services senior living facilities.
Preferred Stock Series A (B)	342 shs.		06/19/15		$	70,683	$	89,256
Common Stock (B)	342 shs.		06/19/15			2,945		147,056
						73,628		236,312

GraphPad Software, Inc.
A provider of data analysis, statistics and graphing software solution for scientific research applications, with a focus on the life sciences and academic end-markets.
8.39% Term Loan due 12/21/2022 (LIBOR + 6.000%)	$	2,446,513	12/19/17			2,403,942		2,399,013

GTI Holding Company
A designer, developer, and marketer of precision specialty hand tools and handheld test instruments.
12% Senior Subordinated Note due 05/22/2023	$	727,865	02/05/14			706,730		727,865
Common Stock (B)	1,046 shs.			*		104,636		131,843
Warrant, exercisable until 2027, to purchase common stock at $.01 per share (B)	397 shs.		02/05/14			36,816		50,040
* 02/05/14 and 11/22/17.						848,182		909,748

Handi Quilter Holding Company (Premier Needle Arts)
A designer and manufacturer of long-arm quilting machines and related components for the consumer quilting market.
12% (1% PIK) Senior Subordinated Note due 06/19/2021	$	1,725,000		*		1,706,207		1,712,013
Limited Liability Company Unit Preferred (B)	372 uts.			**		371,644		471,646
Limited Liability Company Unit Common Class A (B)	3,594 uts.		12/19/14			—		33,528
* 12/19/14 and 02/21/17.						2,077,851		2,217,187
* *12/19/14 and 04/29/16.

Happy Floors Acquisition, Inc.
A wholesale importer and value-added distributor of premium European flooring tile to residential and commercial end markets.
12.5% (1% PIK) Senior Subordinated Note due 07/01/2022	$	993,896	07/01/16			980,155		1,003,835
Common Stock (B)	150 shs.		07/01/16			149,500		213,685
						1,129,655		1,217,520

Hartland Controls Holding Corporation
A manufacturer and distributor of electronic and electromechanical components.
14% (2% PIK) Senior Subordinated Note due 08/14/2020	$	1,145,688	02/14/14			1,138,481		1,145,688
12% Senior Subordinated Note due 08/14/2020	$	431,250	06/22/15			429,584		430,609
Common Stock (B)	821 shs.		02/14/14			822		267,601
						1,568,887		1,843,898

Barings Participation Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2018

(Unaudited)

Corporate Restricted Securities: (A) (Continued)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date		Cost		Fair Value

HHI Group, LLC
A developer, marketer, and distributor of hobby-grade radio control products.
14% (2% PIK) Senior Subordinated Note due 11/26/2020	$	1,675,777	01/17/14		$	1,665,178	$	1,675,777
Limited Liability Company Unit (B)(F)	102 uts.		01/17/14			101,563		44,253
						1,766,741		1,720,030

Hollandia Produce LLC
A hydroponic greenhouse producer of branded root vegetables.
14.25% (2.75% PIK) Senior Subordinated Note due 12/11/2020	$	1,434,770		*		1,420,640		1,363,031
10.1% Term Loan due 12/12/2020 (LIBOR + 8.000%)	$	109,916	04/06/18			109,916		109,652
10.1% Term Loan due 12/11/2020 (LIBOR + 8.000%)	$	146,780	04/06/18			146,780		146,429
* 12/30/15 and 12/23/16.						1,677,336		1,619,112

HOP Entertainment LLC
A provider of post production equipment and services to producers of television shows and motion pictures.
Limited Liability Company Unit Class F (B)(F)	47 uts.		10/14/11			—		—
Limited Liability Company Unit Class G (B)(F)	114 uts.		10/14/11			—		—
Limited Liability Company Unit Class H (B)(F)	47 uts.		10/14/11			—		—
Limited Liability Company Unit Class I (B)(F)	47 uts.		10/14/11			—		—
						—		—

Impact Confections
An independent manufacturer and marketer of confectionery products including Warheads^® brand sour candies, Melster^® brand classic candies, and co-manufactured/private label classic candies.
15% (15% PIK) Senior Subordinated Note due 11/10/2020 (D)	$	1,306,594	11/10/14			1,297,147		—
Common Stock (B)	2,300 shs.		11/10/14			230,000		—
						1,527,147		—

JMH Investors LLC
A developer and manufacturer of custom formulations for a wide variety of foods.
Limited Liability Company Unit (B)(F)	1,038,805 uts.		12/05/12			232,207		—
Limited Liability Company Unit Class A-1 (B)(F)	159,048 uts.		10/31/16			159,048		294,064
Limited Liability Company Unit Class A-2 (B)(F)	1,032,609 uts.		10/31/16			—		169,430
						391,255		463,494

K P I Holdings, Inc.
The largest player in the U.S. non-automotive, non-ferrous die casting segment.
Limited Liability Company Unit Class C Preferred (B)	40 uts.		06/30/15			—		89,409
Common Stock (B)	353 shs.		07/15/08			285,619		304,713
						285,619		394,122

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2018

(Unaudited)

Corporate Restricted Securities: (A) (Continued)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date		Cost		Fair Value

Manhattan Beachwear Holding Company
A designer and distributor of women's swimwear.
12.5% Senior Subordinated Note due 04/30/2019 (D)	$	419,971	01/15/10		$	404,121	$	377,974
15% (2.5% PIK) Senior Subordinated Note due 04/30/2019 (D)	$	115,253	10/05/10			114,604		103,727
Common Stock (B)	35 shs.		10/05/10			35,400		—
Common Stock Class B (B)	118 shs.		01/15/10			117,647		—
Warrant, exercisable until 2019, to purchase common stock at $.01 per share (B)	104 shs.		10/05/10			94,579
						766,351		481,701

Master Cutlery LLC
A designer and marketer of a wide assortment of knives and swords.
13% Senior Subordinated Note due 04/17/2020	$	868,102	04/17/15			864,572		390,646
Limited Liability Company Unit	5 uts.		04/17/15			678,329		—
						1,542,901		390,646

Merex Holding Corporation
A provider of after-market spare parts and components, as well as maintenance, repair and overhaul services for "out of production" or "legacy" aerospace and defense systems that are no longer effectively supported by the original equipment manufacturers.
16% Senior Subordinated Note due 10/30/2019 (D)	$	454,295	09/22/11			449,013		159,003
15% PIK Senior Subordinated Note due 04/30/2022 (D)	$	23,839	08/18/15			23,839		—
14% PIK Senior Subordinated Note due 06/30/2019	$	68,718		*		68,718		68,406
Common Stock Class A (B)	83,080 shs.			**		170,705		—
* 10/21/16, 01/27/17 and 10/13/17.						712,275		227,409
** 08/18/15, 10/20/16 and 01/27/17.

MES Partners, Inc.
An industrial service business offering an array of cleaning and environmental services to the Gulf Coast region of the U.S.
12% (1% PIK) Senior Subordinated Note due 09/30/2021	$	1,126,148	09/30/14			1,114,606		1,126,148
12% Senior Subordinated Note due 09/30/2021	$	302,537	02/28/18			297,340		308,633
Common Stock Class B (B)	259,252 shs.			*		244,163		71,799
* 09/30/14 and 02/28/18.						1,656,109		1,506,580

MeTEOR Education LLC
A leading provider of classroom and common area design services, furnishings, equipment and instructional support to K-12 schools.
12% Senior Subordinated Note due 6/20/23	$	915,819	03/09/18			899,352		888,430
Limited Liability Company Unit (B)(F)	182 uts.		03/09/18			183,164		10,873
						1,082,516		899,303

Barings Participation Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2018

(Unaudited)

Corporate Restricted Securities: (A) (Continued)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date		Cost		Fair Value

Midwest Industrial Rubber, Inc.
A supplier of industrial maintenance, repair, and operations ("MRO") products, specializing in the fabrication and distribution of lightweight conveyor belting and related conveyor components and accessories.
12% (1% PIK) Senior Subordinated Note due 12/02/2022	$	1,582,309		12/02/16	$	1,558,411	$	1,573,613
Preferred Stock (B)	1,711 shs.			12/02/16		171,116		163,792
Common Stock (B)	242 shs.			12/02/16		242		—
						1,729,769		1,737,405

Money Mailer Equity LLC
A leading provider of hyperlocal shared direct mail advertising as well as interactive and online advertising solutions through its nationwide production and distribution network.
12% (1% PIK) Senior Subordinated Note due 10/29/2021	$	1,765,786		04/29/16		1,743,894		882,893

Motion Controls Holdings
A manufacturer of high performance mechanical motion control and linkage products.
14.25% (1.75% PIK) Senior Subordinated Note due 08/15/2020	$	287,973		11/30/10		286,721		287,739
Limited Liability Company Unit Class B-1 (B)(F)	75,000 uts.			11/30/10		—		51,922
Limited Liability Company Unit Class B-2 (B)(F)	6,801 uts.			11/30/10		—		4,708
						286,721		344,369

New Mountain Learning, LLC
A leading provider of blended learning solutions to the K-12 and post-secondary school market.
7.89% Term Loan due 3/16/2024 (LIBOR + 5.500%)	$	1,792,448		03/15/18		1,665,813		1,658,725

NSi Industries Holdings, Inc.
A manufacturer and distributer of electrical components and accessories to small to mid-sized electrical wholesalers.
12.75% (1.75% PIK) Senior Subordinated Note due 05/17/2023	$	1,527,814		06/30/16		1,505,322		1,517,821
Common Stock (B)	207 shs.			05/17/16		207,000		259,612
						1,712,322		1,777,433

PANOS Brands LLC
A marketer and distributor of branded consumer foods in the specialty, natural, better-for-you,"free from" healthy and gluten-free categories.
12% (1% PIK) Senior Subordinated Note due 08/17/2022	$	1,775,705		02/17/17		1,752,299		1,758,924
Common Stock Class B (B)	380,545 shs.			*		380,545		588,612
* 01/29/16 and 02/17/17.						2,132,844		2,347,536

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2018

(Unaudited)

Corporate Restricted Securities: (A) (Continued)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date		Cost		Fair Value

Pegasus Transtech Corporation
A provider of end-to-end document, driver and logistics management solutions, which enable its customers (carriers, brokers, and drivers) to operate more efficiently, reduce manual overhead, enhance compliance, and shorten cash conversion cycles.
11.25% Term Loan due 11/16/2022	$	366,862	11/14/17		$	358,380	$	356,514
8.49% Term Loan due 11/17/2024 (LIBOR + 6.250%)	$	2,112,710	11/14/17			1,931,550		1,927,066
						2,289,930		2,283,580

Petroplex Inv Holdings LLC
A leading provider of acidizing services to E&P customers in the Permian Basin.
Limited Liability Company	0.40% int.			*		175,339		19,255
* 11/29/12 and 12/20/16.

Polytex Holdings LLC
A manufacturer of water based inks and related products serving primarily the wall covering market.
13.9% (1% PIK) Senior Subordinated Note due 01/31/2020	$	1,157,051	07/31/14			1,150,158		867,788
Limited Liability Company Unit	148,096 uts.		07/31/14			148,096		—
Limited Liability Company Unit Class F	36,976 uts.			*		24,802		—
* 09/28/17 and 02/15/18.						1,323,056		867,788

Power Stop Holdings LLC
A supplier of performance upgrade aftermarket brake products.
Limited Liability Company Unit Preferred (B)(F)	1,149 uts.		05/29/15			114,900		122,055
Limited Liability Company Unit Common (B)(F)	1,149 uts.		05/29/15			—		137,824
						114,900		259,879

PPC Event Services
A special event equipment rental business.
14% (2% PIK) Senior Subordinated Note due 05/20/2020	$	1,208,352	11/20/14			1,199,910		1,208,352
Limited Liability Company Unit (B)	3,450 uts.		11/20/14			172,500		286,265
Limited Liability Company Unit Series A-1 (B)	339 uts.		03/16/16			42,419		28,822
						1,414,829		1,523,439

Randy's Worldwide Automotive
A designer and distributor of automotive aftermarket parts.
Common Stock (B)	118 shs.		05/12/15			118,476		305,572

Barings Participation Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2018

(Unaudited)

Corporate Restricted Securities: (A) (Continued)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date		Cost		Fair Value

ReelCraft Industries, Inc.
A designer and manufacturer of heavy-duty reels for diversified industrial, mobile equipment OEM, auto aftermarket, government/military and other end markets.
10.5% (0.5% PIK) Senior Subordinated Note due 02/28/2023	$	1,437,794	11/13/17		$	1,437,794	$	1,465,747
Limited Liability Company Unit Class B	293,617 uts.		11/13/17			184,688		274,295
						1,622,482		1,740,042

Rock-it Cargo
A provider of specialized international logistics solutions to the music touring, performing arts, live events, fine art and specialty industries.
7.09% Term Loan due 06/22/2024 (LIBOR + 4.750%)	$	2,465,000	07/30/18			2,405,150		2,400,844

ROI Solutions
Call center outsourcing and end user engagement services provider.
7.17% Term Loan due 07/31/2024 (LIBOR + 5.000%)	$	1,634,653	07/31/18			640,774		638,646

Sara Lee Frozen Foods
A provider of frozen bakery products, desserts and sweet baked goods.
6.74% Lien Term Loan due 07/31/2024 (LIBOR + 4.500%)	$	1,533,288	07/27/18			1,499,780		1,496,970

Signature Systems Holding Company
A seller and installer of a variety of modular surfaces, industrial matting and related products used for ground protection.
Common Stock (B)	76 shs.		03/15/13			75,509		258,220
Warrant, exercisable until 2023, to purchase common stock A at $.01 per share (B)	31 shs.		03/15/13			28,316		105,497
						103,825		363,717

Smart Source Holdings LLC
A short-term computer rental company.
Limited Liability Company Unit (B)	328 uts.			*		261,262		479,594
Warrant, exercisable until 2020, to purchase common stock at $.01 per share (B)	83 shs.			*		67,467		121,481
* 08/31/07 and 03/06/08.						328,729		601,075

SMB Machinery Holdings, Inc.
A reseller of used, rebuilt and refurbished packaging and processing equipment, primarily serving the bottling and food manufacturing industries.
14% (2% PIK) Senior Subordinated Note due 10/18/2019 (D)	$	738,694	10/18/13			726,147		—
Common Stock (B)	841 shs.		10/18/13			84,100		—
						810,247		—

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2018

(Unaudited)

Corporate Restricted Securities: (A) (Continued)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date		Cost		Fair Value

Software Paradigms International Group, LLC
An outsourced IT services provider focused on the retail industry.
12.5% (1.5% PIK) Senior Subordinated Note due 11/23/2021	$	1,725,000	05/23/16		$	1,702,400	$	1,715,276

SR Smith LLC
A manufacturer of mine and tunneling ventilation products in the United States.
11% Senior Subordinated Note due 03/27/2022	$	1,084,565		*		1,076,389		1,073,751
Limited Liability Company Unit Series A (B)	229 uts.			*		1,060,968		1,295,171
* 03/27/07 and 08/07/18.						2,137,357		2,368,922

Strahman Holdings Inc.
A manufacturer of industrial valves and wash down equipment for a variety of industries, including chemical, petrochemical, polymer, pharmaceutical, food processing, beverage and mining.
Preferred Stock Series A (B)	158,967 shs.		12/13/13			158,967		291,958
Preferred Stock Series A-2 (B)	26,543 shs.		09/10/15			29,994		48,749
						188,961		340,707

Strategic Insight, Inc.
A provider of largely proprietary data, market research, and business intelligence to the global asset management industry.
11.64% Second Lien Term Loan due 12/21/2024 (LIBOR + 9.250%)	$	1,725,000	12/28/17			1,690,390		1,633,554

Sunrise Windows Holding Company
A manufacturer and marketer of premium vinyl windows exclusively selling to the residential remodeling and replacement market.
16% Senior Subordinated Note due 05/28/2020 (D)	$	1,812,109		*		1,358,229		1,540,293
Common Stock (B)	38 shs.		12/14/10			38,168		—
Warrant, exercisable until 2020, to purchase common stock at $.01 per share (B)	37 shs.		12/14/10			37,249		—
* 12/14/10, 08/17/12 and 03/31/16.						1,433,646		1,540,293

Sunvair Aerospace Group Inc.
An aerospace maintenance, repair, and overhaul provider servicing landing gears on narrow body aircraft.
12% (1% PIK) Senior Subordinated Note due 07/31/2021 (D)	$	1,405,417	07/31/15			1,392,548		1,194,605
Common Stock (B)	68 shs.			*		104,986		—
* 07/31/15 and 11/08/17.						1,497,534		1,194,605

Barings Participation Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2018

(Unaudited)

Corporate Restricted Securities: (A) (Continued)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date		Cost		Fair Value

Team Drive-Away Holdings LLC
An asset-light provider of over the road driveaway services for class 8 trucks and specialized equipment.
Limited Liability Company Unit (B)	95,800 uts.			10/15/15	$	95,800	$	203,000

Therma-Stor Holdings LLC
A designer and manufacturer of dehumidifiers and water damage restoration equipment for residential and commercial applications.
10.5% (0.5% PIK) Senior Subordinated Note due 11/30/2023	$	1,371,399		11/30/17		1,371,399		1,341,465
Limited Liability Company Unit	359,375 uts.			11/30/17		342,851		238,796
						1,714,250		1,580,261

Torrent Group Holdings, Inc.
A contractor specializing in the sales and installation of engineered drywells for the retention and filtration of stormwater and nuisance water flow.
15% (7.5% PIK) Senior Subordinated Note due 12/05/2020	$	47,044		12/05/13		93,430		47,514
Warrant, exercisable until 2023, to purchase common stock at $.01 per share (B)	28,079 shs.			12/05/13		—		23,305
						93,430		70,819

Trident Maritime Systems
A leading provider of turnkey marine vessel systems and solutions for government and commercial new ship construction as well as repair, refurbishment, and retrofit markets worldwide.
7.89% Term Loan due 04/30/2024 (LIBOR + 5.500%)	$	2,465,000		05/14/18		2,412,597		2,400,931

Tristar Global Energy Solutions, Inc.
A hydrocarbon and decontamination services provider serving refineries worldwide.
12.5% (1.5% PIK) Senior Subordinated Note due 07/31/2020	$	1,173,744		01/23/15		1,164,561		1,113,391

Trystar, Inc.
A niche manufacturer of temporary power distribution products for the power rental, industrial, commercial utility and back-up emergency markets.
7.39% Term Loan due 10/01/2023 (LIBOR + 5.000%)	$	2,304,813		09/28/18		2,264,479		2,264,479
Limited Liability Company Unit (B) (F)	47 uts.			09/28/18		46,562		46,560
						2,311,041		2,311,039

U.S. Retirement and Benefit Partners, Inc.
A leading independent provider of outsourced benefit design and administration and retirement services, primarily to K-12 school districts, employee unions, and governmental agencies.
10.89% Second Lien Term Loan due 2/14/2023 (LIBOR + 8.500%)	$	1,725,000		03/05/18		1,486,379		1,480,026

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2018

(Unaudited)

Corporate Restricted Securities: (A) (Continued)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date		Cost		Fair Value

Velocity Technology Solutions, Inc.
A provider of outsourced hosting services for enterprise resource planning software applications and information technology infrastructure to mid and large-sized enterprises.
8.39% Lien Term Loan due 12/07/2023 (LIBOR + 6.000%)	$	2,089,500		12/07/17	$	2,071,414	$	2,070,793

VP Holding Company
A provider of school transportation services for special-needs and homeless children in Massachusetts and Connecticut.
7.89% Lien Term Loan due 05/22/2024 (LIBOR + 5.500%)	$	2,465,000		05/17/18		1,724,521		1,713,097

Wellborn Forest Holding Company
A manufacturer of semi-custom kitchen and bath cabinetry.
10% Senior Subordinated Note due 09/30/2019 (D)	$	1,778,423		11/30/06		1,336,280		1,778,422
Common Stock (B)	101 shs.			11/30/06		101,250		14,279
Warrant, exercisable until 2019, to purchase common stock at $.01 per share (B)	51 shs.			11/30/06		45,790		7,129
						1,483,320		1,799,830

Westminster Acquisition LLC
A manufacturer of premium, all-natural oyster cracker products sold under the Westminster and Olde Cape Cod brands.
12% (1% PIK) Senior Subordinated Note due 02/03/2021	$	382,106		08/03/15		378,589		372,745
Limited Liability Company Unit (B)(F)	370,241 uts.			08/03/15		370,241		362,921
						748,830		735,666

Whitebridge Pet Brands Holdings, LLC
A manufacturer and marketer of branded, all-natural treats and foods for dogs and cats.
11.5% (0.5% PIK) Senior Subordinated Note due 08/18/2021	$	1,491,901		04/18/17		1,476,267		1,473,961
Limited Liability Company Unit Class A (B)(F)	123 uts.			04/18/17		148,096		141,720
Limited Liability Company Unit Class B (B)(F)	123 uts.			04/18/17		—		2,655
						1,624,363		1,618,336

Wolf-Gordon, Inc.
A designer and specialty distributor of wallcoverings and related building products, including textiles, paint, and writeable surfaces.
Common Stock (B)	157 shs.			01/22/16		156,818		217,507

WP Supply Holding Corporation
A distributor of fresh fruits and vegetables to grocery wholesalers and foodservice distributors in the upper Midwest.
14.5% (2.5% PIK) Senior Subordinated Note due 06/12/2020	$	1,009,773		11/03/11		1,009,428		989,071
Common Stock (B)	1,500 shs.			11/03/11		150,000		104,057
						1,159,428		1,093,128

Barings Participation Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2018

(Unaudited)

Corporate Restricted Securities: (A) (Continued)	Principal Amount, Shares, Units or Ownership Percentage		Acquisition Date		Cost		Fair Value

York Wall Holding Company
A designer, manufacturer and marketer of wall covering products for both residential and commercial wall coverings.
14.5% (1.5% PIK) Senior Subordinated Note due 03/04/2021 (D)	$	1,946,834	03/04/15		$	1,549,582	$	1,810,024
Common Stock (B)	2,046 shs.			*		200,418		94,758

* 03/04/15 and 02/07/18						1,750,000		1,904,782


Total Private Placement Investments (E)					$	109,983,886	$	105,987,170

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2018

(Unaudited)

Corporate Restricted Securities: (A) (Continued)	Interest Rate		Maturity Date	Principal Amount		Cost		Market Value

Rule 144A Securities - 12.41%:

Bonds - 12.41%
Acrisure, LLC	7.000	%	11/15/25	$	500,000	$	455,914	$	466,225
Alliance Residential Company	7.500		05/01/25		500,000		518,975		532,500
Altice Financing S.A.	7.500		05/15/26		400,000		400,000		390,000
Amsted Industries	5.375		09/15/24		240,000		240,000		237,600
Avantor Inc.	6.000		10/01/24		406,000		406,000		412,090
Avantor Inc.	9.00		10/01/25		500,000		516,722		516,250
Beacon Roofing Supply, Inc.	4.875		11/01/25		406,000		406,000		374,027
Boyne USA, Inc.	7.250		05/01/25		167,000		167,000		176,603
Cimpress N.V.	7.000		06/15/26		500,000		500,000		508,065
CITGO Petroleum Corporation	6.250		08/15/22		425,000		425,000		423,937
CVR Partners, L.P.	9.250		06/15/23		500,000		490,744		530,000
Endo Finance LLC	6.000		02/01/25		480,000		394,500		413,760
Endo Finance LLC	6.000		07/15/23		250,000		223,125		221,875
Enterprise Merger Sub Inc.	8.750		10/15/26		500,000		500,000		500,000
EP Energy LLC / Everest Acquisition Finance Inc.	9.375		05/01/24		406,000		249,444		334,950
Financial & Risk US Holdings, Inc.	6.250		05/15/26		151,000		151,000		151,557
Financial & Risk US Holdings, Inc.	8.250		11/15/26		195,000		195,000		193,818
First Quantum Minerals Ltd.	7.500		04/01/25		500,000		483,616		474,375
First Quantum Minerals Ltd.	7.250		04/01/23		500,000		494,414		477,813
Flex Acquisition Co Inc.	7.875		07/15/26		386,000		386,000		381,175
Hertz Corporation	7.625		06/01/22		500,000		500,000		493,750
Hilcorp Energy Company	5.000		12/01/24		335,000		335,000		326,876
IAMGOLD Corporation	7.000		04/15/25		500,000		500,000		496,150
JBS USA Lux S.A.	6.750		02/15/28		476,000		476,000		473,025
Jonah Energy LLC	7.250		10/15/25		500,000		427,580		382,500
Jupiter Resources Inc.	8.500		10/01/22		500,000		469,920		237,500
LBC Tank Terminals Holding Netherlands B.V.	6.875		05/15/23		663,000		674,940		658,028
Mattamy Group Corp.	6.500		10/01/25		500,000		490,127		485,000
Mattel, Inc.	6.750		12/31/25		500,000		482,102		490,000
Moog Inc.	5.250		12/01/22		500,000		502,401		503,750
New Enterprise Stone & Lime Co., Inc.	6.250		03/15/26		500,000		508,406		503,750
New Gold Inc.	6.250		11/15/22		500,000		501,890		436,250
OPE KAG Finance Sub	7.875		07/31/23		500,000		516,241		517,188
Prime Security Services Borrower	9.250		05/15/23		608,000		617,951		650,256
Sinclair Broadcast Group, Inc.	5.875		03/15/26		204,000		204,000		198,920
Sinclair Television Group, Inc.	5.125		02/15/27		500,000		500,000		459,375
Suncoke Energy	7.500		06/15/25		500,000		493,229		515,000
Teine Energy Ltd.	6.875		09/30/22		500,000		506,250		503,750
Topaz Marine S.A.	9.125		07/26/22		500,000		500,000		512,480

Barings Participation Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2018

(Unaudited)

Corporate Restricted Securities: (A) (Continued)	Interest Rate		Maturity Date	Principal Amount		Cost		Market Value
Valeant Pharmaceuticals International	7.000	%	03/15/24	$	173,000	$	173,000	$	182,775
Vine Oil & Gas, LP	8.750		04/15/23		500,000		463,614		488,750
Virgin Media Secured Finance PLC	5.250		01/15/26		500,000		501,274		488,895
VRX Escrow Corp.	6.125		04/15/25		182,000		182,000		172,900
Warrior Met Coal, Inc.	8.000		11/01/24		209,000		209,000		214,225

Total Bonds							18,338,379		18,107,713

Common Stock - 0.00%
TherOX, Inc. (B)					2		—		—
Touchstone Health Partnership (B)					292		—		—

Total Common Stock							—		—


Total Rule 144A Securities							18,338,379		18,107,713

Corporate Public Securities - 15.86%: (A)	LIBOR Spread		Interest Rate		Maturity Date	Principal Amount		Cost		Market Value

Bank Loans - 4.25%
Argon Medical Devices, Inc.	8.000	%	10.242	%	01/23/26	$	500,000	$	503,750	$	503,125
Big River Steel LLC.	5.000		7.386		08/11/23		118,173		117,206		119,798
BMC Software Finance, Inc.	4.250		6.586		06/26/25		500,000		495,000		504,685
CenturyLink Inc.	2.750		5.148		05/15/25		498,744		495,180		495,128
Coronado Coal LLC	6.500		8.886		03/29/25		223,269		216,995		225,223
Coronado Coal LLC	6.500		8.886		03/29/25		61,044		59,339		61,578
Edelman Financial Services	6.750		9.092		07/20/26		128,178		127,552		130,742
Getty Images, Inc.	3.500		5.742		10/18/19		389,592		379,779		386,494
Gulf Finance, LLC	5.250		7.640		08/25/23		251,510		249,772		210,280
ION Trading Technologies Sarl	4.000		6.386		11/21/24		276,243		269,410		274,947
Murray Energy Corporation	7.250		9.492		10/17/22		39,087		36,902		35,785
OCI Beaumont LLC	4.000		6.386		02/14/25		121,675		121,534		123,299
PowerSchool	7.000		8.854		05/29/26		500,000		495,096		500,000
Prospect Medical Holdings, Inc.	5.500		7.652		02/13/24		255,441		250,835		258,634
PS Logistics LLC	5.250		7.398		03/01/25		500,000		504,853		500,625
Schenectady International Group Inc.	4.750		4.750		08/10/25		307,325		295,032		308,093
Seadrill Partners Finco, LLC	6.000		8.386		02/21/21		464,734		325,525		440,452
STS Operating, Inc.	8.000		10.242		04/25/26		500,000		505,000		498,750
Summit Midstream Holdings, LLC	6.000		8.242		05/15/22		116,885		116,060		118,420
Unifrax Corporation	7.500		9.886		10/31/25		499,067		508,424		504,058

Total Bank Loans									6,073,244		6,220,116


Bonds - 11.27%
AMC Entertainment Holdings Inc.			6.125	%	05/15/27	$	500,000	$	487,410	$	478,750
Anchorage Capital Group, L.L.C.	7.250		9.598		01/15/29		500,000		517,187		506,927

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2018

(Unaudited)

Corporate Public Securities: (A) (Continued)	Interest Rate		Maturity Date	Principal Amount		Cost		Market Value
Anixter, Inc.	5.125	%	10/01/21	$	165,000	$	165,000	$	167,888
Beazer Homes USA, Inc.	8.750		03/15/22		160,000		160,000		169,200
Brunswick Corporation	7.125		08/01/27		500,000		503,516		568,893
Bunge Limited Finance Corp.	3.250		08/15/26		600,000		601,793		542,933
Calumet Specialty Products Partners, L.P.	7.750		04/15/23		500,000		498,765		500,000
Clearwater Paper Corporation	4.500		02/01/23		489,000		486,564		454,770
CVR Refining LLC	6.500		11/01/22		350,000		343,550		355,250
CVS Health Corp.	4.300		03/25/28		345,000		340,192		342,295
Discovery Communications	4.900		03/11/26		600,000		644,753		615,805
Dish DBS Corporation	7.750		07/01/26		500,000		539,202		471,650
Expedia Inc.	4.500		08/15/24		600,000		621,815		603,449
Ferrellgas Partners, L.P.	6.750		01/15/22		265,000		267,058		231,213
Ferrellgas Partners, L.P.	8.625		06/15/20		650,000		650,212		617,500
Ford Motor Credit Co. LLC	4.375		08/06/23		600,000		636,141		593,192
General Motors Financial Co. Inc.	4.000		01/15/25		500,000		506,972		483,658
Genesis Energy, L.P.	5.625		06/15/24		500,000		472,841		472,500
Hospital Corporation of America	5.375		02/01/25		100,000		101,283		102,000
Hospital Corporation of America	5.250		06/15/26		174,000		174,000		179,003
Hewlett Packard Enterprise Company	4.900		10/15/25		500,000		498,800		513,971
Hughes Satellite Systems Corporation	6.625		08/01/26		500,000		497,029		483,750
Laredo Petroleum, Inc.	5.625		01/15/22		500,000		481,625		496,250
Laredo Petroleum, Inc.	6.250		03/15/23		500,000		501,193		500,000
M/I Homes, Inc.	5.625		08/01/25		500,000		475,989		470,000
NRG Energy, Inc.	7.250		05/15/26		500,000		502,720		542,500
Oasis Petroleum Inc.	6.875		03/15/22		474,000		455,776		482,286
PBF Holding Company LLC	6.997		11/15/23		33,000		33,000		34,320
PBF Holding Company LLC	7.250		06/15/25		500,000		516,701		525,000
Pitney Bowes Inc.	3.625		10/01/21		500,000		498,296		476,875
Reinsurance Group of America	3.950		09/15/26		500,000		502,671		485,000
SM Energy Company	6.750		09/15/26		750,000		744,811		779,062
Sprint Corporation	7.125		06/15/24		155,000		155,000		160,812
Trinity Acquisition Plc	4.400		03/15/26		500,000		514,006		497,478
William Lyon Homes	7.000		08/15/22		500,000		500,000		509,375
WPX Energy, Inc.	5.250		09/15/24		425,000		425,000		427,125
Xlit Ltd.	4.450		03/31/25		600,000		611,508		594,410

Total Bonds							16,632,379		16,435,090

Preferred Stock - 0.34%
B. Riley Financial Inc.					20,000		500,000		501,000

Total Preferred Stock							500,000		501,000


Total Corporate Public Securities						$	23,205,623	$	23,136,206

Barings Participation Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2018

(Unaudited)

Short-Term Security:	Interest Rate/Yield^		Maturity Date	Principal Amount		Cost		Market Value

Commercial Paper - 1.37%
Aon Corp.	2.280	%	10/10/18	$	1,000,000	$	999,430	$	999,430
Comcast Corporation	2.370		10/16/18		1,000,000		999,013		999,013

Total Short-Term Security						$	1,998,443	$	1,998,443


Total Investments	102.29	%				$	153,526,331	$	149,229,532


Other Assets	9.71								14,166,925
Liabilities	(12.00	)							(17,508,160	)

Total Net Assets	100.00	%						$	145,888,297

(A)	In each of the convertible note, warrant, and common stock investments, the issuer has agreed to provide certain registration rights.

(B)	Non-income producing security.

(C)	Security valued at fair value using methods determined in good faith by or under the direction of the Board of Trustees.

(D)	Defaulted security; interest not accrued.

(E)	Illiquid security. As of September 30, 2018 the values of these securities amounted to $105,987,170 or 72.65% of net assets.

(F)	Held in PI Subsidiary Trust

PIK - Payment-in-kind

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2018

(Unaudited)

Industry Classification:	Fair Value/ Market Value

AEROSPACE & DEFENSE - 4.02%
API Technologies Corp.	$	451,950
BEI Precision Systems & Space Company, Inc.		1,595,322
Merex Holding Corporation		227,409
Sunvair Aerospace Group Inc.		1,194,605
Trident Maritime Systems		2,400,931
		5,870,217

AUTOMOTIVE - 5.03%
Aurora Parts & Accessories LLC		1,586,422
BBB Industries LLC		1,707,750
DPL Holding Corporation		265,889
English Color & Supply LLC		1,631,429
Ford Motor Credit Co. LLC		593,192
General Motors Financial Co. Inc.		483,658
Moog Inc.		503,750
Power Stop Holdings LLC		259,879
Randy's Worldwide Automotive		305,572
		7,337,541

BUILDING MATERIALS - 5.39%
Beacon Roofing Supply, Inc.		374,027
Happy Floors Acquisition, Inc.		1,217,520
New Enterprise Stone & Lime Co., Inc.		503,750
NSi Industries Holdings, Inc.		1,777,433
Signature Systems Holding Company		363,717
Sunrise Windows Holding Company		1,540,293
Torrent Group Holdings, Inc.		70,819
Wellborn Forest Holding Company		1,799,830
Wolf-Gordon, Inc.		217,507
		7,864,896

CABLE & SATELLITE - 1.35%
Comcast Corporation		999,013
Hughes Satellite Systems Corporation		483,750
Virgin Media Secured Finance PLC		488,895
		1,971,658

CHEMICALS - 3.39%
Compass Chemical International LLC		244,984
CVR Partners, L.P.		530,000
DuBois Chemicals, Inc.		1,707,750

	Fair Value/ Market Value

LBC Tank Terminals Holding Netherlands B.V.	$	658,028
OCI Beaumont LLC		123,299
Polytex Holdings LLC		867,788
Schenectady International Group Inc.		308,093
Unifrax Corporation		504,058
		4,944,000

CONSUMER CYCLICAL SERVICES - 3.61%
CHG Alternative Education Holding Company		1,059,866
MeTEOR Education LLC		899,303
PPC Event Services		1,523,439
Prime Security Services Borrower		650,256
PS Logistics LLC		500,625
ROI Solutions		638,646
		5,272,135

CONSUMER PRODUCTS - 10.40%
AMS Holding LLC		218,719
Blue Wave Products, Inc.		654,930
Elite Sportwear Holding, LLC		1,549,870
gloProfessional Holdings, Inc.		1,352,979
GTI Holding Company		909,748
Handi Quilter Holding Company		2,217,187
HHI Group, LLC		1,720,030
Manhattan Beachwear Holding Company		481,701
Master Cutlery LLC		390,646
Mattel, Inc.		490,000
New Mountain Learning, LLC		1,658,725
Whitebridge Pet Brands Holdings, LLC		1,618,336
York Wall Holding Company		1,904,782
		15,167,653

DIVERSIFIED MANUFACTURING - 7.13%
ABC Industries, Inc.		394,323
Advanced Manufacturing Enterprises LLC		26,868
Amsted Industries		237,600
F G I Equity LLC		667,555
K P I Holdings, Inc.		394,122
Motion Controls Holdings		344,369
Reelcraft Industries, Inc.		1,740,042
SR Smith LLC		2,368,922

See Notes to Consolidated Financial Statements

Barings Participation Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2018

(Unaudited)

Industry Classification: (Continued)	Fair Value/ Market Value

Strahman Holdings Inc.	$	340,707
Therma-Stor Holdings LLC		1,580,261
Trystar, Inc.		2,311,039
		10,405,808

ELECTRIC - 1.72%
AM Conservation Holding Corp.		1,968,893
NRG Energy, Inc.		542,500
		2,511,393

FINANCIAL OTHER - 4.16%
Acrisure, LLC		466,225
Anchorage Capital Group, L.L.C.		506,927
Aon Corp.		999,430
B. Riley Financial Inc.		501,000
Edelman Financial Services		130,742
Financial & Risk US Holdings, Inc.		345,375
Strategic Insight, Inc.		1,633,554
U.S. Retirement and Benefit Partners, Inc.		1,480,026
		6,063,279

FOOD & BEVERAGE - 7.15%
Bunge Limited Finance Corp.		542,933
Del Real LLC		1,634,617
F F C Holding Corporation		24,100
Hollandia Produce LLC		1,619,112
Impact Confections		—
JBS USA Lux S.A.		473,025
JMH Investors LLC		463,494
PANOS Brands LLC		2,347,536
Sara Lee Frozen Foods		1,496,970
Westminster Acquisition LLC		735,666
WP Supply Holding Corporation		1,093,128
		10,430,581

GAMING - 1.86%
CTM Holding, Inc.		2,718,897

HEALTHCARE - 5.02%
Argon Medical Devices, Inc.		503,125
Avantor Inc.		928,340
Cadence, Inc.		792,814
CORA Health Services, Inc.		1,526,642
ECG Consulting Group		2,169,364

	Fair Value/ Market Value

Enterprise Merger Sub Inc.	$	500,000
GD Dental Services LLC		—
Hospital Corporation of America		281,003
Prospect Medical Holdings, Inc.		258,634
TherOX, Inc.		—
Touchstone Health Partnership		—
Valeant Pharmaceuticals International		182,775
VRX Escrow Corp.		172,900
		7,315,597

HEALTH INSURANCE - 0.33%
Reinsurance Group of America		485,000

HOME CONSTRUCTION - 1.12%
Beazer Homes USA, Inc.		169,200
Mattamy Group Corp.		485,000
M/I Homes, Inc.		470,000
William Lyon Homes		509,375
		1,633,575

INDEPENDENT - 1.71%
Jupiter Resources Inc.		237,500
Laredo Petroleum, Inc.		996,250
Oasis Petroleum Inc.		482,286
SM Energy Company		779,062
		2,495,098

INDUSTRIAL OTHER - 5.14%
AFC - Dell Holding Corporation		1,310,825
Brunswick Corporation		568,893
E.S.P. Associates, P.A.		930,284
Hartland Controls Holding Corporation		1,843,898
Midwest Industrial Rubber, Inc.		1,737,405
Smart Source Holdings LLC		601,075
SMB Machinery Holdings, Inc.		—
STS Operating, Inc.		498,750
		7,491,130

MEDIA & ENTERTAINMENT - 5.01%
AMC Entertainment Holdings Inc.		478,750
BlueSpire Holding, Inc.		—
Boyne USA, Inc.		176,603
Cimpress N.V.		508,065
Cross MediaWorks Inc.		1,020,908

See Notes to Consolidated Financial Statements

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2018

(Unaudited)

Industry Classification: (Continued)	Fair Value/ Market Value

Discovery Communications	$	615,805
Discovery Education, Inc.		1,876,252
Dish DBS Corporation		471,650
Getty Images, Inc.		386,494
GlynnDevins Acquisition Corporation		236,312
HOP Entertainment LLC		—
Money Mailer Equity LLC		882,893
Sinclair Broadcast Group, Inc.		198,920
Sinclair Television Group, Inc.		459,375
		7,312,027

METALS & MINING - 2.46%
Alliance Residential Company		532,500
Big River Steel LLC.		119,798
Coronado Coal LLC		286,801
First Quantum Minerals Ltd.		952,188
IAMGOLD Corporation		496,150
Murray Energy Corporation		35,785
New Gold Inc.		436,250
Suncoke Energy		515,000
Warrior Met Coal, Inc.		214,225
		3,588,697

MIDSTREAM - 1.23%
CVR Refining LLC		355,250
Ferrellgas Partners, L.P.		848,713
Genesis Energy, L.P.		472,500
Summit Midstream Holdings, LLC		118,420
		1,794,883

OIL FIELD SERVICES - 2.50%
Avantech Testing Services LLC		—
EP Energy LLC / Everest Acquisition Finance Inc.		334,950
Gulf Finance, LLC		210,280
Hilcorp Energy Company		326,876
Jonah Energy LLC		382,500
Petroplex Inv Holdings LLC		19,255
Seadrill Partners Finco, LLC		440,452
Teine Energy Ltd.		503,750
Topaz Marine S.A.		512,480
WPX Energy, Inc.		427,125
Vine Oil & Gas, LP		488,750
		3,646,418

	Fair Value/ Market Value

PACKAGING - 0.74%
ASC Holdings, Inc.	$	699,224
Flex Acquisition Co Inc.		381,175
		1,080,399

PAPER - 1.50%
Clearwater Paper Corporation		454,770
Dunn Paper		1,729,313
		2,184,083

PHARMACEUTICALS - 0.80%
Clarion Brands Holding Corp.		192,807
CVS Health Corp.		342,295
Endo Finance LLC		635,635
		1,170,737

PROPERTY & CASUALTY - 0.75%
Trinity Acquisition Plc		497,478
Xlit Ltd.		594,410
		1,091,888

REFINING - 2.81%
Calumet Specialty Products Partners, L.P.		500,000
CITGO Petroleum Corporation		423,937
MES Partners, Inc.		1,506,580
PBF Holding Company LLC		559,320
Tristar Global Energy Solutions, Inc.		1,113,391
		4,103,228

TECHNOLOGY - 10.02%
1A Smart Start, Inc.		1,691,315
Anixter, Inc.		167,888
BCC Software, Inc.		1,736,226
BMC Software Finance, Inc.		504,685
Clubessential LLC		1,773,801
Expedia Inc.		603,449
Glynlyon Holding Companies, Inc.		193,076
GraphPad Software, Inc.		2,399,013
Hewlett Packard Enterprise Company		513,971
ION Trading Technologies Sarl		274,947
Pitney Bowes Inc.		476,875
PowerSchool		500,000

See Notes to Consolidated Financial Statements

Barings Participation Investors

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)

September 30, 2018

(Unaudited)

Industry Classification: (Continued)	Fair Value/ Market Value

Software Paradigms International Group, LLC	$	1,715,276
Velocity Technology Solutions, Inc.		2,070,793
		14,621,315

TELECOMMUNICATIONS - 0.27%
Altice Financing S.A.		390,000

TRANSPORTATION SERVICES - 5.22%
Hertz Corporation		493,750
OPE KAG Finance Sub		517,188
Pegasus Transtech Corporation		2,283,580
Rock-it Cargo		2,400,844
Team Drive-Away Holdings LLC		203,000
VP Holding Company		1,713,097
		7,611,459

	Fair Value/ Market Value

WIRELESS - 0.45%
CenturyLink Inc.	$	495,128
Sprint Corporation		160,812
		655,940

Total Investments - 102.29% (Cost - $153,526,331)	$	149,229,532

See Notes to Consolidated Financial Statements

Fair Value Hierarchy

The Trust categorizes its investments measured at fair value in three levels, based on the inputs and assumptions used to determine fair value. These levels are as follows:

Level 1 – quoted prices in active markets for identical securities

Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 – significant unobservable inputs (including the Trust's own assumptions in determining the fair value of investments)

The following table summarizes the levels in the fair value hierarchy into which the Trust's financial instruments are categorized as of September 30, 2018.

The fair values of the Trust's investments disaggregated into the three levels of the fair value hierarchy based upon the lowest level of significant input used in the valuation as of September 30, 2018 are as follows:

Assets:	Total		Level 1		Level 2		Level 3
Restricted Securities
Corporate Bonds	$	74,926,328	$	—	$	18,107,713	$	56,818,615
Bank Loans		34,638,270		—		—		34,638,270
Common Stock - U.S.		5,150,763		—		—		5,150,763
Preferred Stock		1,648,633		—		—		1,648,633
Partnerships and LLCs		7,730,889		—		—		7,730,889
Public Securities
Bank Loans		6,200,116		—		4,003,272		2,196,844
Corporate Bonds		16,435,090		—		16,435,090		—
Common Stock - U.S.		—		—		—		—
Preferred Stock		501,000		501,000		—		—
Short-term Securities		1,998,443		—		1,998,443		—
Total	$	149,229,532	$	501,000	$	40,544,518	$	108,184,014
See information disaggregated by security type and industry classification in the Consolidated Schedule of Investments.

Following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

Assets:	Beginning balance at 12/31/2017		Included in earnings			Purchases			Sales			Prepayments			Transfers into Level 3		Transfers out of Level 3			Ending balance at 9/30/2018
Restricted Securities
Corporate Bonds	$	68,182,386	$	(1,333,207	)	$	5,136,820		$	(7,102,372	)	$	(8,065,012	)	$	—	$	—		$	56,818,615
Bank Loans		15,737,992		(46,706	)		22,920,214			(9,928	)		(3,963,302	)		—		—			34,638,270
Common Stock - U.S.		6,911,240		1,132,551			968,769			(3,861,797	)		—			—		—			5,150,763
Preferred Stock		2,525,813		(682,970	)		(146,595	)		(47,615	)		—			—		—			1,648,633
Partnerships and LLCs		14,061,127		(404,554	)		722,256			(6,647,940	)		—			—		—			7,730,889
Public Securities
Bank Loans		523,461		23,602			2,113,411			(209,789	)		(401,237	)		1,723,930		(1,576,534	)		2,196,844
	$	107,942,019	$	(1,311,284	)	$	31,714,875		$	(17,879,441	)	$	(12,429,551	)	$	1,723,930	$	(1,576,534	)	$	108,184,014

ITEM 2. CONTROLS AND PROCEDURES.

(a) The principal executive officer and principal financial officer of the Registrant evaluated the effectiveness of the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the "Act") as of a date within 90 days of the filing date of this report and based on that evaluation have concluded that such disclosure controls and procedures are effective to provide reasonable assurance that material information required to be disclosed by the Registrant on Form N-Q is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

(b) There have been changes in the Registrant's internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act)("internal controls") that occurred during the Registrant's last fiscal quarter. The Registrant's investment adviser, Barings LLC, who maintains the Registrant's internal controls, revised its internal controls to oversee State Street Bank & Trust who now provides certain administrative and accounting services to the Registrant.

ITEM 3. EXHIBITS.

Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) are attached hereto as an exhibit.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Barings Participation Investors

By (Signature and Title)*

/s/ Robert M. Shettle

Robert M. Shettle, President

Date November 29, 2018

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By (Signature and Title)*

/s/ Robert M. Shettle

Robert M. Shettle, President

Date November 29, 2018

By (Signature and Title)*

/s/ James M. Roy

James M. Roy, Vice President and

Chief Financial Officer

Date November 29, 2018

* PRINT THE NAME AND TITLE OF EACH SIGNING OFFICER UNDER HIS OR HER SIGNATURE.